Exhibit 4.1


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                             BASE TRUST AGREEMENT


                                   between


                     STRUCTURED OBLIGATIONS CORPORATION


                                  Depositor

                                     and

                        U.S. BANK NATIONAL ASSOCIATION


                                   Trustee



                            Dated as of [______]






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<TABLE>
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                               TABLE OF CONTENTS

                                                                                                               Page
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ARTICLE I             DEFINITIONS AND ASSUMPTIONS................................................................1

         Section 1.1.      Definitions...........................................................................1

         Section 1.2.      Rules of Construction................................................................14

ARTICLE II            DECLARATION OF TRUSTS; ISSUANCE OF CERTIFICATES...........................................15

         Section 2.1.      Creation and Declaration of Trusts; Assignment of Underlying Securities..............15

         Section 2.2.      Acceptance by Trustee................................................................16

         Section 2.3.      Repurchase or Substitution of Certain Underlying Securities by the Underlying
                           Security Provider....................................................................16

         Section 2.4.      Representations and Warranties of the Depositor and Representations,
                           Warranties and Covenants of the Administrative Agent.................................17

         Section 2.5.      Breach of Representation, Warranty or Covenant.......................................19

         Section 2.6.      Agreement to Authenticate and Deliver Certificates...................................19

         Section 2.7.      Statement of Intent..................................................................19

ARTICLE III           ADMINISTRATION OF EACH TRUST..............................................................19

         Section 3.1.      Administration of each Trust.........................................................20

         Section 3.2.      Sub-Administration Agreements Between Administrative Agent or Trustee and
                           Sub-Administrative Agents............................................................20

         Section 3.3.      Successor Sub-Administrative Agents..................................................21

         Section 3.4.      Liability of the Administrative Agent................................................21

         Section 3.5.      No Contractual Relationship Between Certain Sub-Administrative Agents and
                           Trustee or Certificateholders........................................................22

         Section 3.6.      Assumption or Termination of Sub-Administration Agreements by Trustee................22

         Section 3.7.      Collection of Certain Underlying Security Payments...................................23

         Section 3.8.      Collections by Sub-Administrative Agent..............................................23

         Section 3.9.      Certificate Account..................................................................23

         Section 3.10.     Investment of Funds in the Accounts..................................................24

         Section 3.11.     Maintenance of Credit Support........................................................25

         Section 3.12.     Realization Upon Defaulted Underlying Securities.....................................25

         Section 3.13.     Retained Interest....................................................................27

         Section 3.14.     Administrative Agent's Compensation and Reimbursement................................27

         Section 3.15.     Statement as to Compliance...........................................................28
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         Section 3.16.     [Intentionally Omitted]..............................................................28

         Section 3.17.     Access to Certain Documentation......................................................29

         Section 3.18.     Duties of the Administrative Agent...................................................29

         Section 3.19.     Depositor to Furnish Names and Addresses of Holders to Trustee.......................29

         Section 3.20.     Preservation of Information, Communications to Holders...............................29

ARTICLE IV            DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS...........................................30

         Section 4.1.      Distributions........................................................................30

         Section 4.2.      Reports to Certificateholders........................................................30

         Section 4.3.      Advances.............................................................................31

         Section 4.4.      Compliance with Withholding Requirements.............................................32

         Section 4.5.      Optional Exchange....................................................................32

ARTICLE V             THE CERTIFICATES..........................................................................34

         Section 5.1.      The Certificates.....................................................................34

         Section 5.2.      Execution, Authentication and Delivery...............................................38

         Section 5.3.      Temporary Certificates...............................................................38

         Section 5.4.      Registration; Registration of Transfer and Exchange..................................39

         Section 5.5.      Mutilated, Destroyed, Lost and Stolen Certificates...................................42

         Section 5.6.      Distribution of Interest; Interest Rights Preserved..................................42

         Section 5.7.      Persons Deemed Owners................................................................43

         Section 5.8.      Cancellation.........................................................................43

         Section 5.9.      Global Securities....................................................................44

         Section 5.10.     Notices to Depositary................................................................45

         Section 5.11.     Definitive Certificates..............................................................45

         Section 5.12.     Currency of Distributions in Respect of Certificates.................................45

         Section 5.13.     Conditions of Authentication and Delivery of New Series..............................46

         Section 5.14.     Appointment of Paying Agent..........................................................47

         Section 5.15.     Authenticating Agent.................................................................48

         Section 5.16.     Events of Default....................................................................50

         Section 5.17.     Control by Holders...................................................................50

         Section 5.18.     Waiver of Past Defaults..............................................................50

ARTICLE VI            THE DEPOSITOR AND THE ADMINISTRATIVE AGENT................................................51

         Section 6.1.      Preparation and Filing of Exchange Act Reports; Obligations of the Depositor
                           and the Administrative Agent.........................................................51
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         Section 6.2.      Merger or Consolidation of the Depositor or the Administrative Agent.................54

         Section 6.3.      Limitation on Liability of the Depositor and the Administrative Agent................55

         Section 6.4.      Limitation on Resignation of the Administrative Agent................................56

         Section 6.5.      Rights of the Depositor in Respect of the Administrative Agent.......................56

         Section 6.6.      Depositor May Purchase Certificates..................................................56

         Section 6.7.      The Administrative Agent and Other Parties...........................................57

         Section 6.8.      Preferential Collection of Claims Against Depositor..................................57

ARTICLE VII           ADMINISTRATIVE AGENT TERMINATION EVENTS...................................................57

         Section 7.1.      Administrative Agent Termination Events..............................................57

         Section 7.2.      Trustee to Act; Appointment of Successor.............................................59

         Section 7.3.      Notification to Certificateholders...................................................60

         Section 7.4.      Waiver of Administrative Agent Termination Events....................................60

ARTICLE VIII          CONCERNING THE TRUSTEE....................................................................60

         Section 8.1.      Duties of Trustee; Notice of Defaults................................................61

         Section 8.2.      Certain Matters Affecting the Trustee................................................63

         Section 8.3.      Trustee Not Liable for Recitals in Certificates or Underlying Securities.............64

         Section 8.4.      Trustee May Own Certificates.........................................................64

         Section 8.5.      Trustee's Fees and Expenses; Indemnification; Undertaking for Costs..................64

         Section 8.6.      Eligibility Requirements for Trustee.................................................65

         Section 8.7.      Resignation or Removal of the Trustee................................................66

         Section 8.8.      Successor Trustee....................................................................67

         Section 8.9.      Merger or Consolidation of Trustee...................................................67

         Section 8.10.     Appointment of Co-Trustee or Separate Trustee........................................67

         Section 8.11.     Appointment of Office or Agency......................................................68

         Section 8.12.     Representations and Warranties of Trustee............................................68

         Section 8.13.     Trustee to Act Only in Accordance With This Agreement or Pursuant to
                           Instructions of Certificateholders...................................................69

         Section 8.14.     Accounting and Reports to Certificateholders, Internal Revenue Service and
                           Others...............................................................................69

         Section 8.15.     Signature on Returns.................................................................69
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ARTICLE IX            TERMINATION...............................................................................69

         Section 9.1.      Termination upon Purchase or Liquidation of All Underlying Securities................69

ARTICLE X             MISCELLANEOUS PROVISIONS..................................................................71

         Section 10.1.     Amendment............................................................................72

         Section 10.2.     Counterparts.........................................................................72

         Section 10.3.     Limitation on Rights of Certificateholders...........................................72

         Section 10.4.     Governing Law........................................................................73

         Section 10.5.     Notices..............................................................................73

         Section 10.6.     Severability of Provisions...........................................................73

         Section 10.7.     Notice to Rating Agency..............................................................73

         Section 10.8.     Grant of Security Interest...........................................................74

         Section 10.9.     Nonpetition Covenant.................................................................75

         Section 10.10.    No Recourse..........................................................................75

         Section 10.11.    Article and Section References.......................................................75

         Section 10.12.    Conflict with Trust Indenture Act....................................................75
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--------------------------------------------------------------------------------
                 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
ACT OF 1939 AND AGREEMENT PROVISIONS*

  Trust Indenture Act
         Section                                               Agreement Section
         -------                                               -----------------
     310(a)(1)             ..........                             8.6(a)
         (a)(2)            ..........                             8.6(a)
         (a)(3)            ..........                             8.10
         (a)(4)            ..........                             8.1(d)
         (a)(5)            ..........                             8.6(a)
         (b)               ..........                             8.6(b), 8.7
         (c)               ..........                          Not Applicable
     311(a)                ..........                             6.8
         (b)               ..........                             6.8
     312(a)                ..........                             3.19, 3.20(a)
         (b)               ..........                             3.20(b)
         (c)               ..........                             3.20(c)
     313(a)                ..........                             3.21
         (b)               ..........                             3.21
         (c)               ..........                             3.21
         (d)               ..........                             3.21
     314(a)                ..........                             6.1(a), 6.1(b)
         (b)               ..........                             6.1(c), 6.1(d)
         (c)(1)            ..........                             6.1(f)
         (c)(2)            ..........                             6.1(f)
         (c)(3)            ..........                             6.1(f)
         (d)(1)            ..........                             6.1(e)
         (d)(2)            ..........                             6.1(e)
         (d)(3)            ..........                          Not Applicable
         (e)               ..........                             6.1(f)
     315(a)                ..........                             8.1(c)
         (b)               ..........                             8.1(f)
         (c)               ..........                             8.1(a)
         (d)               ..........                             8.1(c)
         (d)(1)            ..........                             8.1(c)
         (d)(2)            ..........                             8.1(c)
         (d)(3)            ..........                             8.1(c)

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

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         (e)               ..........                             8.5(c)
     316(a)(1)(A)          ..........                             5.17
     316(a)(1)(B)          ..........                             5.18
     316(a)(2)             ..........                          Not Applicable
     316(b)                ..........                             5.6(f), 4.1
     316(c)                ..........                             5.7
     317(a)                ..........                             3.12
     317(b)                ..........                             5.14
     318(a)                ..........                            10.12

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                  TRUST  AGREEMENT,  dated as of  [______],  between  STRUCTURED
                  OBLIGATIONS CORPORATION, a Delaware corporation, as Depositor,
                  and  U.S.  BANK  NATIONAL  ASSOCIATION  , a  national  banking
                  association, as Trustee.




                              PRELIMINARY STATEMENT

             The    Depositor    and   the  Trustee  have  duly  authorized  the
execution and delivery of this Trust Agreement to provide for one or more Series
(and one or more Classes within each such Series) of Certificates, issuable from
time to time as  provided  in this  Agreement.  Each such  Series (or each Class
within such Series) of Certificates  will be issued only under a separate Series
Supplement to this Agreement  duly executed and delivered by the Depositor,  the
Administrative Agent, if any, specified in the applicable Series Supplement, and
the Trustee. All  representations,  covenants and agreements made herein by each
of the Depositor,  the Administrative Agent, if any, and the Trustee are for the
benefit and security of the  Certificateholders  and, to the extent  provided in
the  applicable  Series  Supplement,  for the benefit and security of any Credit
Support Provider. The Depositor is entering into this Agreement, and the Trustee
is accepting the trusts created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.

                                   ARTICLE I

                           DEFINITIONS AND ASSUMPTIONS

             Section  1.1  Definitions. Except as otherwise  specified herein or
in the applicable Series Supplement or as the context may otherwise require, the
following terms have the respective meanings set forth below for all purposes of
this Agreement.

             "Account":  As defined in Section 3.10.

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

             "Administrative   Agent":   With  respect   to   any   Series    of
Certificates,  the Person, if any, specified in the applicable Series Supplement
for such  Series  (which  Person  shall  have  agreed  pursuant  to such  Series
Supplement  to  assume  all  the  duties,   obligations,   responsibilities  and
liabilities of the Administrative  Agent as set forth in this Agreement and such
Series  Supplement with respect to such Series),  until a successor Person shall
have become the  Administrative  Agent pursuant to the applicable  provisions of
this Agreement and such Series Supplement, and thereafter "Administrative Agent"
shall mean such successor Person.


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             "Accreted Amount": With respect to each Series, if applicable,   as
defined in the related Series Supplement.

             "Administrative  Agent":     With   respect   to   each Series,  if
applicable, as defined in the related Series Supplement.

             "Administrative Agent Termination Event":  As   defined  in Section
7.1.

             "Administrative  Fee": With respect  to each Series, if applicable,
as defined in the related Series Supplement.

             "Advance":  As defined in Section 4.3.

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

             "Agreement":  With   respect  to  any Series of Certificates,  this
Trust  Agreement and all  amendments  hereof and,  unless the context  otherwise
requires, the related Series Supplement.

             "Authenticating Agent":  As defined in Section 5.15.

             "Authorized Newspaper":  A   newspaper  in  an official language of
the  country of  publication  customarily  published  at least  once a day,  and
customarily  published  for at least  five days in each  calendar  week,  and of
general  circulation  in such city or cities  specified  pursuant to Section 5.1
with respect to the Certificates of any Series.  Where  successive  publications
are required to be made in Authorized  Newspapers,  the successive  publications
may be made in the same or in different  newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day in such city.

             "Available     Funds":     Unless    otherwise   specified  in  the
applicable Series  Supplement,  with respect to any Distribution Date in respect
of a given Series or Class, the sum of (i) all amounts  actually  received on or
with respect to the Underlying  Securities  (including  Liquidation Proceeds and
investment income on amounts in the Accounts) with respect to such Series during
the related Collection Period,  (ii) all amounts received pursuant to any Credit
Support  Instruments with respect to such Series for such  Distribution Date and
(iii) all other amounts, if any, specified by the applicable Series Supplement.

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

             "Board of  Directors":  Either the Board of  Directors  of the
Depositor or any  executive or  committee  of such Board duly  authorized  under
applicable law to act on behalf of such Board.

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             "Board  Resolution":    A  copy  of  a resolution  certified by the
Secretary or an Assistant  Secretary of the  Depositor to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification and delivery to the Trustee.

             "Business    Day":    With   respect  to any Place of  Distribution
specified pursuant to Section 5.1, any day that is not a Saturday, a Sunday or a
legal holiday or a day on which banking  institutions or trust companies in such
Place  of  Distribution  are  authorized  or  obligated  by law,  regulation  or
executive  order to close or any day that is not a business  day with respect to
the Underlying  Securities,  except as otherwise  specified  pursuant to Section
5.1.

             "Calculation   Agent":  With respect to each Series, if applicable,
as defined in the related Series Supplement.

             "Call  Premium  Percentage":  With   respect   to  any  Series  (or
Class  within such  Series),  if  applicable,  as defined in the related  Series
Supplement.

             "Certificate Account":  As defined in Section 3.9.

             "Certificate Owners":  As defined in Section 5.9.

             "Certificate  Principal  Balance": With respect to any Series,  the
aggregate  Stated Amount of the Certificates of such Series.

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

             "Certificateholder":  Any Holder of a Certificate.

             "Certificates":   With   respect   to   each   Series,  any   trust
certificates  authorized  by,  and  authenticated  and  delivered  under,   this
Agreement and as defined in the related Series Supplement.

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

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

             "Code":  The   Internal   Revenue   Code   of   1986  and  Treasury
Regulations promulgated thereunder.


             "Collection  Period":   With  respect  to  any   Distribution  Date
for a Series (or Class within such Series), the period specified in the  related
Series Supplement.

             "Commission":  The  Securities  and  Exchange  Commission,  as from
time to time  constituted,  created  under the  Exchange  Act or, if at any time
after the  execution  and  delivery of this  Agreement  such  Commission  is not
existing  and  performing  the duties  now  assigned  to it,  then the body then
performing such duties.

                                     3


<PAGE>


             "Corporate Trust Office":  The  principal  corporate  trust  office
of the Trustee located at the address set forth in the related Series Supplement
or such other addresses as the Trustee may designate from time to time by notice
to the Holders,  the  Administrative  Agent,  if any, and the Depositor,  or the
principal  corporate  trust  office  of any  successor  Trustee  (or such  other
addresses as a successor  Trustee may  designate  from time to time by notice to
the Holders, the Administrative Agent, if any, and the Depositor).

             "Credit   Support":   With   respect   to  any Series (or any Class
within such Series),  a letter of credit,  surety bond, swap  agreement,  put or
call option or other asset  intended to support or ensure the timely or ultimate
distributions  of amounts  due in  respect  of all or certain of the  Underlying
Securities for such Series or Class,  which in each case is specified as such in
the related Series Supplement.

             "Credit   Support   Instrument":   The   instrument   or   document
pursuant  to which the Credit  Support for a given  Series (or any Class  within
such Series) is provided, as specified in the applicable Series Supplement.

             "Credit Support Provider":   With  respect  to  any  Series (or any
Class  within such  Series),  the Person,  if any,  that will provide any Credit
Support with respect to all or a portion of the  Underlying  Securities for such
Series or Class as specified in the applicable Series Supplement.

             "Currency":  Dollars or Foreign Currency.

             "Cut-off Date": With respect to  any  Series,  if  applicable,  the
date  specified as such in the related Series  Supplement.  For purposes of this
Agreement,   any  Underlying  Security  acquired  by  the  Depositor  after  the
applicable Cut-off Date but prior to the applicable Closing Date and included in
the  related  Trust  as of such  Closing  Date  shall  be  deemed  to have  been
Outstanding as of such Cut-off Date and  references to the principal  balance of
such  Underlying  Security as of such  Cut-off Date shall be deemed to be to the
principal  balance of such  Underlying  Security  as of the date on which it was
acquired by the Depositor.

             "Definitive Certificates":  As defined in Section 5.9.

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

             "Depositary":  With respect to the  Certificates of any Series
(or Class within such Series) issuable in whole or in part in the form of one or
more Global  Securities,  the Person  designated  as Depositary by the Depositor
pursuant  to Section  5.1 until a  successor  Depositary  shall have become such
pursuant  to  the  applicable  provisions  of  this  Agreement,  and  thereafter
"Depositary"  shall  mean  or  include  each  Person  who is  then a  Depositary
hereunder,  and if at any time there is more than one such Person,  "Depositary"
as used with respect to the  Certificates of any such Series or Class shall mean
the Depositary with respect to the Certificates of that Series or Class.

                                     4


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             "Depositor" or "Trustor":   Structured   Obligations   Corporation,
a Delaware  corporation,  and,  if a  successor  Person  shall  have  become the
Depositor pursuant to any applicable  provisions of this Agreement,  "Depositor"
shall mean such successor Person.

             "Depositor   Order"  or  "Depositor   Request,"  or "Trustor Order"
or "Trustor Request":  A written order or request,  respectively,  signed in the
name of the Depositor by any of its Chief  Executive  Officer,  Chief  Financial
Officer, Chief Operating Officer, President, a Vice President, its Treasurer, an
Assistant  Treasurer,  its Secretary or an Assistant  Secretary and delivered to
the Trustee.

             "Depository   Agreement":   If  applicable,  the agreement pursuant
to which the  Depositary  will agree to act as  Depositary  with  respect to any
Series (or Class within such Series) of  Certificates in accordance with Section
5.9.

             "Discount   Certificate":   Any  Certificate   that  is issued with
"original issue discount"  within the meaning of Section 1273(a) of the Code and
any other Certificate  designated by the Depositor as issued with original issue
discount for United States Federal income tax purposes.

             "Distribution   Date":   With   respect   to  any  Series (or Class
within such Series) of  Certificates,  each date  specified  as a  "Distribution
Date" for such Series (or Class) in the related Series Supplement.

             "Dollar"  or  "$"  or  "USD":  Such  currency  of the United States
as at the time of payment is legal  tender for the payment of public and private
debts.

             "Eligible   Account":    Either   (i)   an   account   or  accounts
maintained  with a Federal or State  chartered  depositary  institution or trust
company  the long  term  unsecured  debt  obligations  of which are rated by the
Rating  Agency the higher of (x) at least the then current  long-term  rating of
the  Underlying  Securities and (y) in one of its two highest  long-term  rating
categories (unless otherwise specified in the Series Supplement) at the time any
amounts  are  held  in  deposit  therein  or (ii) a trust  account  or  accounts
maintained  as a  segregated  account or as  segregated  accounts  and held by a
Federal or State chartered depositary  institution or trust company in trust for
the benefit of the Certificateholders,  provided,  however, that such depositary
institution  or trust company has a long-term  rating in one of the four highest
categories by the Rating Agency.

             "Event  of   Default":   With   respect   to any  Series  (or Class
within such Series) of Certificates,  if applicable, as specified in the related
Series Supplement.

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

             "Exchange  Rate  Agent":  With  respect  to  any  Series (or  Class
within such Series) of Certificates,  if applicable,  the Depositor or its agent
so specified in the related Series Supplement.

             "Executive   Officer":   With   respect  to  any  corporation,  the
Chief Executive  Officer,  Chief  Operating  Officer,  Chief Financial  Officer,
President,           any           Vice          President,                  the

                                     5


<PAGE>


Secretary or the Treasurer of such corporation; with respect to any partnership,
any general partner thereof.

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

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

             "Fixed  Pass  Through  Rate":   With  respect  to  any  Fixed  Rate
Certificate, the fixed rate of interest of such Fixed Rate Certificate.

             "Fixed   Rate  Certificate":  A Certificate  that  provides  for  a
payment of interest at a Fixed Pass Through Rate.

             "Floating  Pass  Through  Rate":  With   respect  to  any  Floating
Rate Certificate, as defined in the related Series Supplement.

             "Floating Rate  Certificate":   A  Certificate  that  provides  for
the payment of interest at a Floating Pass Through Rate determined  periodically
by  reference  to a formula  specified  pursuant  to Section 5.1 and the related
Series Supplement.

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

             "Global   Security":   A  Certificate   evidencing all or part of a
Series (or Class within such Series) of  Certificates,  issued to the Depositary
for such Series or Class in  accordance  with Section 5.9 and bearing the legend
prescribed therein.

             "Guaranteed  Investment  Contract":   With  respect  to  any Series
(or Class within such Series), a guaranteed  investment  contract or surety bond
provided for in the related Series  Supplement,  sold as part of the Trust or to
the Trustee for the benefit of the Certificateholders for such Series, providing
for the  investment  of funds in a  related  Account  or  related  Accounts  and
insuring a minimum or a fixed rate of return on the  investment  of such  funds,
which contract or surety bond shall be an obligation of an insurance  company or
other entity the long term unsecured debt  obligations of which are rated by the
Rating Agency at the time of purchase of such guaranteed  investment contract or
surety  bond no lower than the  rating on the  Underlying  Securities  and shall
satisfy any other requirements specified in such Series Supplement.

             "Holder":  The holder of a Certificate.

             "Independent":  When  used with  respect  to  any  specified Person
means  that the Person  specifies  he or she (1) is in fact  independent  of the
Depositor and the  Administrative  Agent, if any, and of any Affiliate of any of
the  foregoing  Persons,  (2) does not have any  direct  or  indirect  financial
interest  in the  Depositor  or the  Administrative  Agent,  if  any,  or in any
Affiliate    of     either     of    the     foregoing      Persons    which  is
material  with  respect to   such     Person    and (3)    is    not   connected
with    the   Depositor or     the  Administrative Agent, if any, as an officer,

                                     6


<PAGE>


employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.

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

             "Letter of Credit":  With  respect to  any  Series  or Class within
such Series, the letter of credit, if any, providing for the payment of all or a
portion  of  amounts  due in  respect  of such  Series or  Class,  issued to the
Trustee,  for the benefit of the Holders of such Series or Class, by the related
Credit Support Provider, all as specified in the related Series Supplement.

             "Limited Guarantor":  With  respect  to  the  Underlying Securities
relating to any Series (or Class within such Series),  if  applicable,  a Person
specified in the related Series Supplement as providing a guarantee or insurance
policy or other credit  enhancement  supporting the  distributions in respect of
such Series (or Class) as and to the extent specified in such Series Supplement.

             "Limited Guaranty":  With  respect to  any  Series  or Class within
such Series,  if  applicable,  any  guarantee  of or  insurance  policy or other
comparable  form of credit  enhancement  with respect to amounts  required to be
distributed  in respect of such Series or Class or payments under all or certain
of the  Underlying  Securities  relating to such Series or Class,  executed  and
delivered by a Limited Guarantor in favor of the Trustee, for the benefit of the
Certificateholders, as specified in the related Series Supplement.

             "Liquidation   Proceeds":    The    amounts    received    by   the
Administrative  Agent,  if  any,  or the  Trustee  in  connection  with  (i) the
liquidation of a defaulted  Underlying  Security or collateral,  if any, related
thereto or (ii) the repurchase, substitution or sale of an Underlying Security.

             "Notional Amount":  With  respect  to  any  Class of  Certificates,
if  applicable,  the initial  notional  amount  specified in the related  Series
Supplement  on  which  distributions  of  interest  may  be  determined  at  the
applicable  Pass Through  Rate, as the same may be adjusted as specified in such
Series Supplement.

             "Officer's Certificate":  A  certificate  signed  by  any  one (or,
if  specified  in this  Agreement  or any  Series  Supplement,  more  than  one)
Executive Officer of the Depositor or Administrative  Agent, as applicable,  or,
in the case of the Trustee, a Responsible Officer.

             "Opinion of Counsel":   A  written  opinion  of  counsel,  who may,
except as otherwise  expressly  provided in this  Agreement,  be counsel for the
Depositor or the Administrative Agent, if any, acceptable to the Trustee, except
that any  opinion  of  counsel  relating  to the  qualification  of any  account
required to be maintained pursuant to this Agreement as an Eligible Account must
state  that  it is an  opinion  of  counsel  who is in fact  Independent  of the
Depositor and the Administrative Agent, if any.

             "Optional  Exchange Date":  With  respect  to  any Series (or Class
with such Series), if applicable, as defined, in the related Series Supplement.

                                     7


<PAGE>


             "Outstanding":   With   respect  to   Certificates   of a specified
Series (or Class within such Series), as of any date of determination,  all such
Certificates  theretofore  authenticated  and delivered under this Agreement and
the related Series Supplement except:

             (i)      Certificates  theretofore  cancelled by  the   Certificate
         Registrar or delivered to the Certificate Registrar  for  cancellation;
         and

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

provided,  however,  that in  determining  whether the  Holders of the  required
percentage of the aggregate  Voting  Rights of the  Certificates  have given any
request, demand, authorization,  direction, notice, consent or waiver hereunder,
Certificates  beneficially  owned by the  Depositor,  or any Affiliate  thereof,
shall be disregarded and deemed not to be Outstanding,  and the Voting Rights to
which its Holder would  otherwise be entitled shall not be taken into account in
determining  whether  the  requisite   percentage  of  aggregate  Voting  Rights
necessary to effect any such  consent or take any such action has been  obtained
except that,  in  determining  whether the Trustee shall be protected in relying
upon any such request,  demand,  authorization,  direction,  notice,  consent or
waiver,  only  Certificates with respect to which the Depositor has provided the
Trustee an Officer's  Certificate  stating that such  Certificates  are so owned
shall be so  disregarded.  Certificates  so owned that have been pledged in good
faith  may  be  regarded  as  Outstanding  if  the  pledgee  establishes  to the
satisfaction  of the  Trustee  by  certifying  to such  effect  in an  Officer's
Certificate the pledgee's right so to act with respect to such  Certificates and
that the pledgee is not, to the actual knowledge of the Trustee without any duty
of  investigation,  the  Depositor,  the  Administrative  Agent,  if any, or any
Affiliate  of  any  thereof.   The  principal  amount  or  notional  amount,  as
applicable, of a Discount Certificate that shall be deemed to be Outstanding for
the  determination  referred  to in the  foregoing  proviso  shall be the Stated
Amount or Notional Amount, as applicable, with respect thereto as of the date of
such determination,  and the principal amount or notional amount, as applicable,
of a Certificate  denominated  in a Foreign  Currency that shall be deemed to be
Outstanding  for  purposes of the  determination  referred  to in the  foregoing
provision shall be the amount calculated pursuant to Section 5.12(c).

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

             "Pass   Through   Rate":   With   respect   to any Series (or Class
within such Series) of Certificates  (except certain  Discount  Certificates and
Certificates entitled to nominal or no interest distributions),  the annual rate
at which interest accrues on the  Certificates of such Series (or Class),  which
may be a fixed rate or a floating  rate of interest,  determined  upon the basis
and in the manner specified in the related Series Supplement.

             "Paying Agent":  As defined in Section 5.14.

                                     8


<PAGE>


             "Percentage  Interest":  With respect  to  a  Certificate   of  any
Series or Class within a Series,  the portion of such Series or Class  evidenced
by such  Certificate,  expressed as a percentage,  equal to the product of (x) a
fraction,  the  numerator  of which is the  initial  Stated  Amount or  Notional
Amount,  as applicable,  represented by such  Certificate and the denominator of
which is the aggregate  initial Stated Amount or Notional Amount, as applicable,
of all the Certificates of such Series or Class and (y) 100.

             "Permitted   Investments":   With  respect  to any Series,   unless
otherwise  specified in the related  Series  Supplement,  any one or more of the
following obligations or securities, provided that the total return specified by
the terms of each such  obligation or security is at least equal to the purchase
price thereof:

             (iii)    direct   obligations    of,    and    obligations    fully
         guaranteed by,  the  United  States,  the  Federal  Home  Loan Mortgage
         Corporation,  the  Federal National  Mortgage  Association, the Federal
         Farm Credit System or  any  agency  or  instrumentality  of  the United
         States  the  obligations  of  which are  backed by the full  faith  and
         credit  of the  United  States of America;  provided  that  obligations
         of, or guaranteed by, the  Federal   Home  Loan Mortgage   Corporation,
         the  Federal  National   Mortgage Association   or  the   Federal  Farm
         Credit  System  shall be  Permitted Investments  only if,  at the  time
         of  investment,  it has the  rating specified in such Series Supplement
         for Permitted Investments;

             (iv)     demand    and     time    deposits     in,    certificates
         of  deposit of, or  banker's  acceptances  issued  by, any   depository
         institution   or trust company  (including  the Trustee or any agent of
         the Trustee  acting  in    their  respective   commercial   capacities)
         incorporated  under the laws of the  United States or  any  State   and
         subject to supervision   and   examination   by  Federal and/or   State
         banking  authorities so  long  as  the  commercial   paper  and/or  the
         short-term debt  obligations of such depository  institution  or  trust
         company (or, in the case of a   depository    institution which  is the
         principal subsidiary of a holding  company,  the  commercial  paper  or
         other  short-term  debt  obligations  of such  holding  company) at the
         time of such investment or  contractual  commitment  providing for such
         investment  have the rating  specified in such  Series  Supplement  for
         Permitted  Investments;  provided,  however, that such rating  shall be
         no lower than the rating on the Underlying Securities at  the  time  of
         purchase of the investments;

             (v)      repurchase    agreements     with   respect  to   (a)  any
         security described in clause (i) above or (b) any other security issued
         or guaranteed by an agency or  instrumentality  of the  United  States,
         with an entity having the credit   rating   specified  in  such  Series
         Supplement  for Permitted Investments;

             (vi)     securities    bearing   interest  or sold  at  a  discount
         issued by any corporation  incorporated  under the laws of  the  United
         States or any State that have the rating   specified   in  such  Series
         Supplement for Permitted Investments  at the time of such investment or
         contractual  commitment  providing   for  such   investment;  provided,
         however,  that such  rating  shall be no lower  than the rating on  the
         Underlying  Securities; provided further that securities  issued by any
         particular corporation will not be Permitted  Investments to the extent
         that  investment  therein will cause  the  then  outstanding  principal

                                     9


<PAGE>


         amount of  securities issued by such  corporation  and held as part  of
         the Trust for such Series to exceed 10% of the  aggregate   outstanding
         principal  balances and amounts of all the Underlying  Securities   and
         Permitted  Investments held as part of the Trust for such Series;

             (vii)    commercial    paper    having    at   the   time  of  such
         investment   the   rating  specified in  such   Series  Supplement  for
         Permitted Investments; and

             (viii)   a   Guaranteed   Investment   Contract   if   and only  if
         specified  in such Series Supplement, provided that the  Rating  Agency
         Condition is met.

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

             "Place of Distribution":   With  respect  to  any  Series (or Class
within such Series) of Certificates,  the place or places where the principal of
(and premium, if any) and interest on the Certificates of such Series (or Class)
are distributable as specified pursuant to Section 5.1 (6).

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

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

             "Purchase  Price":   With   respect  to  any   Underlying  Security
required to be  repurchased  by the  Underlying  Security  Provider  pursuant to
Section 2.3 and as confirmed by an Officer's Certificate from the Administrative
Agent, if any, or the Depositor,  as the case may be, to the Trustee,  an amount
equal to the sum of (i) the greater of (x) 100% of the principal balance thereof
as of the date of such purchase and (y) if the Underlying Security was purchased
at a premium above face value, the price paid therefor,  (ii) accrued and unpaid
interest thereon from the immediately  preceding interest allocation date, or if
no interest  has been paid to the Trust with respect  thereto,  from the Cut-Off
Date,  in each case at a rate equal to the Fixed Pass  Through  Rate or the then
applicable  Floating  Pass Through Rate, as the case may be, as specified in the
applicable  Series  Supplement,  on the  principal  balance  of such  Underlying
Security as of the close of business on the Business Day  immediately  preceding
the date of purchase  or such other day as may be  specified  in the  applicable
Series  Supplement  on which such purchase is to occur,  (iii) any  unreimbursed
Advances  and any  unpaid  Administrative  Fees  allocable  to  such  Underlying
Security,   (iv)  expenses   reasonably  incurred  or  to  be  incurred  by  the
Administrative  Agent, if any, or the Trustee in respect of the breach or defect
giving rise to the purchase  obligation,  including any expenses  arising out of
the  enforcement  of  the  purchase  obligation  and  (v)  any  realized  losses
previously  incurred with respect to such  Underlying  Security and allocated to
Certificateholders on or before the date of purchase.

                                     10


<PAGE>


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

             "Rating   Agency":   With  respect  to  any Series (or Class within
such Series), as defined in the related Series Supplement.

             "Rating   Agency  Condition":   With   respect   to  any  action or
occurrence, unless otherwise specified in the applicable Series Supplement, that
each Rating  Agency  shall have been given  notice  thereof and that each Rating
Agency shall have  notified the  Depositor,  the Trustee and the  Administrative
Agent,  if any, in writing that such action or  occurrence  will not result in a
reduction or withdrawal  of the then current  rating of any  Certificate  of the
applicable Series.

             "Record Date":   With  respect  to  any  Distribution  Date for any
Series (or Class within such Series) of Certificates,  the date specified in the
related Series Supplement.

             "Required  Interest":  Unless  otherwise  specified  in the related
Series Supplement, with respect to the Outstanding Certificates of any Series or
any Class thereof,  the accrued and undistributed  interest on the Stated Amount
or Notional Amount of such Outstanding  Certificates  computed at the applicable
Pass Through Rate.

             "Required   Percentage--Administrative      Agent     Termination":
Unless otherwise specified in the related Series Supplement, greater than 50% of
the aggregate Voting Rights of Certificates of such Series.

             "Required    Percentage--Amendment":   Unless  otherwise  specified
in the related  Series  Supplement,  66-2/3% of the  aggregate  Voting Rights of
Certificates of such Series (or of a designated Class or group of Classes within
such Series) (either voting as separate Classes or as a single Class) applicable
to such matter, all as specified in the applicable Series Supplement.

             "Required    Percentage--Definitive      Certificates":      Unless
otherwise  specified in the related Series  Supplement,  greater than 50% of the
aggregate Voting Rights of Certificates of such Series.

             "Required    Percentage--Direction   of  Trustee": Unless otherwise
specified in the related  Series  Supplement,  greater than 50% of the aggregate
Voting Rights of Certificates of such Series.

             "Required   Percentage--Remedies":  Unless  otherwise  specified in
the related Series  Supplement,  at least 66-2/3% of the aggregate Voting Rights
of Certificates of such Series.

             "Required     Percentage--Removal   of  Trustee":  Unless otherwise
specified in the related  Series  Supplement,  greater than 50% of the aggregate
Voting Rights of Certificates of such Series.

             "Required    Percentage--Waiver":   Unless  otherwise  specified in
the related Series  Supplement,  at least 66-2/3% of the aggregate Voting Rights
of Certificates of such Series.

                                     11


<PAGE>


             "Required Premium":   If  applicable,  unless  otherwise  specified
in the related Series Supplement, with respect to the Certificates of any Series
or any Class  thereof,  an amount equal to the  product,  as  determined  on any
Distribution  Date with  respect to such  Series or Class,  of (i) the  Required
Principal for such Series or Class and (ii) the Call Premium Percentage for such
Series or Class.

             "Required Principal":  As   determined  for  any  Distribution Date
for a given Series (or Class within such Series),  unless otherwise specified in
the related Series Supplement, the amounts on deposit in the Certificate Account
allocable to principal  payments on the Underlying  Securities  (including  from
Credit Support,  if any, and Advances,  if any, but excluding amounts in respect
of principal  payments to the extent that  Advances  with  respect  thereto were
distributed as Required  Principal on a prior Distribution Date) and required to
be  distributed  in  respect  of  Certificates  of such  Series  (or  Class)  in
accordance  with  the  terms  of  such  Certificates  and  such  related  Series
Supplement.

             "Required Rating":  With  respect  to  any  Series (or Class within
such  Series),  the rating  category  (or  categories)  specified  in the Series
Supplement  that, as a condition to the issuance of such Series or Class, is (or
are) the lowest  category  (or  categories)  in which the  Certificates  of such
Series or Class may be categorized by the Rating Agency.

             "Requisite  Reserve  Amount":  As  of  any date with respect to any
Series (or Class  within  such  Series) of  Certificates,  the  amount,  if any,
required to be  maintained  in the Reserve  Account,  if any, for such Series or
Class as specified in or determined pursuant to the related Series Supplement.

             "Reserve   Account":   An  Eligible   Account,  if any, created and
maintained  pursuant to Section 3.11.

             "Responsible  Officer":   With   respect   to   the   Trustee,  any
officer  within the  Corporate  Trust Office of the Trustee,  including any Vice
President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or
any other officer of the Trustee  customarily  performing  functions  similar to
those performed by any of the above  designated  officers and also, with respect
to a  particular  matter,  any other  officer  to whom such  matter is  referred
because of such  officer's  knowledge  of and  familiarity  with the  particular
subject.

             "Retained    Interest":   If   applicable,   with  respect  to  any
Underlying  Security,  an ownership  interest in and a right to a portion of the
payments thereon payable by the obligor thereof,  as specified in the Underlying
Securities  Schedule to the  related  Series  Supplement,  held by the Person so
specified in such Underlying Securities Schedule.

             "Scheduled    Final    Distribution   Date":  With  respect  to any
Certificate, the date on which all the unpaid principal of (and premium, if any,
on) such  Certificate  is scheduled,  without  giving effect to any  prepayment,
exchange or early termination, to become due and payable as provided therein and
in the applicable Series Supplement.

             "Series":   A  separate series  of  Certificates issued pursuant to
this Agreement and a related Series Supplement, which series may be divided into
two or more Classes, as provided in such Series Supplement.

                                     12


<PAGE>


             "Series    Supplement":    An   agreement    supplemental  to  this
Agreement that  authorizes  the issuance of a particular  Series (and each Class
within such Series) of Certificates.

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


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


             "Stated Amount":  With  respect  to  an  Outstanding   Certificate,
as  determined  at any time,  the  maximum  amount  that the  Holder  thereof is
entitled to receive as  distributions  allocable  to  principal  payments on the
Underlying  Securities.  The Stated Amount,  if any, of any Class within a given
Series  (other than those  Classes,  if any,  specified  in the  related  Series
Supplement),  as of any date of  determination,  shall be equal to the aggregate
initial Stated Amount thereof less the sum of (i) all amounts allocable to prior
distributions  made to such  Class in  respect of  principal  of the  Underlying
Securities and (ii) any reductions  attributable to Certificates  surrendered in
exchange  for  Underlying  Securities,  as  and to the  extent  provided  in the
applicable Series Supplement.

             "Sub-Administration Account":  As defined in Section 3.8.


             "Sub-Administration  Agreement":  The  written  contract,  if  any,
between the  Administrative  Agent, if any,  specified in the applicable  Series
Supplement,  or  Trustee  and  a  Sub-Administrative  Agent  and  any  successor
Administrative  Agent or Trustee or  Sub-Administrative  Agent  relating  to the
administration  of an Underlying  Security or certain  Underlying  Securities as
provided in Section 3.2.

             "Sub-Administrative   Agent":    Any   Person    with   which   the
Administrative Agent, if any, specified in the applicable Series Supplement,  or
the Trustee has entered into a Sub-Administration  Agreement and which meets the
qualifications of a Sub-Administrative Agent pursuant to Section 3.2.

             "Surety Bond":  If  so  specified  in  the Series Supplement,  with
respect to any Series (or Class within such Series) of Certificates,  the surety
bond providing for the  distribution  under certain  circumstances  specified in
such Series Supplement of amounts to the  Certificateholders  of such Series (or
Class),  which surety bond will be issued to the Trustee for the benefit of such
Certificateholders  by the related Credit Support Provider,  all as specified in
such Series Supplement.

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

             "Trust":  With  respect  to  any  Series,   the segregated asset or
pool of assets subject hereto,  constituting the trust created hereby and by the
related  Series  Supplement  and to be  administered  hereunder and  thereunder,
consisting of those Underlying Securities and the Credit Support, if applicable,
and all sums  distributed in respect thereof that are specified as being part of
the Trust for such Series in the related Series Supplement,  all for the benefit
of the Certificateholders of such Series as of any particular time.

             "Trustee":   With  respect  to  any Series, the Person so specified
in       the       applicable         Series     Supplement    (which     Person
shall     have agreed pursuant to    such      Series        Supplement       to

                                     13


<PAGE>


assume all the duties,  obligations,  responsibilities and  liabilities  of  the
Trustee as set forth in this  Agreement and such Series Supplement with  respect
to the related Series of  Certificates)   for  such  Series  or  any  co-trustee
appointed  pursuant to Section 8.10, until a successor Person shall have  become
the  Trustee  pursuant to the  applicable  provisions  of this Agreement and the
applicable  Series  Supplement,    and  thereafter   "Trustee"  shall  mean such
successor Person.

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

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

             "Underlying   Security   Purchase   Agreement":   With   respect to
certain  Series  of  Certificates,   as  designated  in  the  applicable  Series
Supplement,  the purchase agreement  providing for the purchase by the Depositor
of one or more Underlying Securities for such Series,  substantially in the form
acceptable to the Depositor, provided, that if required by the applicable Series
Supplement,  such agreement  shall provide for the repurchase of such Underlying
Securities on the terms set forth in Section 2.3.

             "Underlying   Securities":  With  respect  to any Series, the asset
or assets sold as part of the Trust for such Series or acquired (or, in the case
of an agreement,  entered into) by the Trustee for the benefit of the Holders of
such  Series  and,  if and to  the  extent  provided  in the  applicable  Series
Supplement, for the benefit of any Credit Support Provider, all as identified in
the  Underlying  Securities  Schedule  to the  related  Series  Supplement.  The
Underlying  Securities  for any such  Series  or the  related  Trust  shall  not
constitute Underlying Securities for any other Series or any other Trust.

             "Underlying   Securities   Issuer":  As  defined  in   the  related
Series Supplement.

             "Underlying   Securities   Schedule":  With  respect to any Series,
a listing of the  Underlying  Securities for such Series as of the Closing Date,
including,  with  respect  to each  Underlying  Security,  the  obligor  and the
principal balance thereof,  which shall be attached to such Series Supplement as
Schedule A.

             "Uniform   Commercial  Code":  The  Uniform  Commercial  Code as in
effect in the relevant jurisdiction.

             "United  States":   The  United  States  of America  (including the
States),  its  territories,  its  possessions  and other  areas  subject  to its
jurisdiction.

             "Voting  Rights":  With  respect  to  any  Series  (or Class within
such Series) of Certificates,  the portion of the aggregate voting rights of the
Certificates of such Series or Class which shall be allocated to any Certificate
as specified in the applicable Series Supplement.

             Section 1.2.      Rules  of  Construction.  Unless   the    context
otherwise requires:


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

                                     14


<PAGE>



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

             (iii)    "or" is not exclusive;

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

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

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

                                   ARTICLE II

                 Declaration of Trusts; Issuance of Certificates

             Section 2.1. Creation and Declaration  of Trusts;   Assignment   of
Underlying Securities. (a) The  Depositor,  concurrently with the  execution and
delivery hereof, does hereby agree to (i) sell, assign, convey and  set-over  to
the Trustee, on behalf and for the benefit of  the  Certificateholders  of  each
given Series of Certificates and without recourse,  all  the  right,  title  and
interest of the Depositor, including any security  interest  therein  for    the
benefit  of  the  Depositor,  in,  to  and  under  the  Underlying    Securities
attributable   to   each   such   Series  (except for the Underlying  Securities
attributable   to   such   Series  which are not to be sold by the Depositor, as
specified in the Underlying  Securities   Schedule   to   the  applicable Series
Supplement), in each case as identified on the applicable Underlying  Securities
Schedule,  and all other assets included or to be  included  in  the  respective
Trust for the benefit of the Certificateholders of  each  such  Series  or  (ii)
deliver to the Trustee for deposit in the  Certificate  Account  an  amount,  in
immediately  available  funds in a form acceptable to the Trustee, sufficient to
acquire the Underlying  Securities  attributable to such Series, in each case as
identified on   the  Underlying   Security  Schedule  to  the applicable  Series
Supplement, and all other assets to be  included in the respective Trust for the
benefit of the  Certificateholders of each such Series.  Each   such   sale will
include  all  interest,  premium (if any) and principal received by or on behalf
of the  Depositor  of, on or with  respect to any such Underlying Securities due
after  the  applicable  Cut-off  Date,  and,  unless otherwise  specified in the
Series Supplement, will exclude (i) all interest, premium (if any) and principal
of, on or with  respect to any such  Underlying Securities  due on or before the
applicable  Cut-off Date and (ii) any Retained Interest in any  such  Underlying
Security.

             (b)  In connection  with each sale referred  to in  the   preceding
paragraph,  the Depositor  shall,  not later than the  applicable  Closing Date,
(i) deposit the  Underlying  Securities  for a  given  Series (except   for  the
Underlying  Securities attributable  to  such Series  which are to  be  acquired
from a Person other than the  Depositor,  as   specified   on  the    Underlying
Securities  Schedule  to the applicable  Series  Supplement) with the Trustee by
physical   delivery   of   such Underlying  Securities, duly  endorsed,  to  the
Trustee  or by  causing  such Underlying  Securities  to   be    registered   by
book  entry in the  name  of the  Trustee  and  (ii)  with  respect to each such

                                     15


<PAGE>


Underlying  Security,  deliver or cause  to  be  delivered  to  the  Trustee all
documents  necessary to transfer  ownership of each such Underlying Security  to
the Trustee.

             (c)  Unless   otherwise   specified  in   the   applicable   Series
Supplement, the sale of such Underlying Securities by the  Depositor for a given
Series  accomplished hereby and by such Series  Supplement is  absolute  and  is
intended by the parties hereto as a  sale   and   not   a loan.    The Depositor
represents and covenants that the Underlying  Securities as of  the   respective
Closing Dates will be free and clear of any  right,  charge,  security  interest
or lien or  claim  in  favor of the Depositor  and, with  respect to any sale of
Underlying  Securities,  that the Depositor  will as of such respective  Closing
Date have the right to sell the applicable Underlying Securities to the Trustee.

             Section 2.2.  Acceptance  by  Trustee. (a)  With  respect  to  each
Series, the Trustee will acknowledge  receipt by it, or by  a  custodian  on its
behalf, of the related Underlying  Securities and the related documents referred
to in Section 2.1, now existing or hereafter acquired, and declares that it will
hold  such  Underlying   Securities   and   documents and all  other   documents
delivered to it pursuant to this  Agreement,  and that it  will  hold  all  such
assets and such   other   assets (including    Underlying   Securities  acquired
from  a  Person  other  than  the Depositor) comprising the Trust  for  a  given
Series of Certificates, in trust for the   exclusive  use  and  benefit  of  all
present and future  Certificateholders  of such Series and for the  purposes and
subject to the terms and  conditions  set forth in this Agreement.

             (b)  The  Trustee,  or a custodian  on its  behalf,   shall  review
all  documents received by it  pursuant to  Section 2.1  within  45  days  after
receipt thereof.  If  in the  process of  reviewing  such documents the  Trustee
or  such   custodian  discovers   any   document  or  documents to be missing or
defective,  the Trustee shall  promptly  (but in any  event within  10  Business
Days) so notify the Depositor and the Administrative Agent, if any. In addition,
upon the discovery  by the Depositor,  the Administrative  Agent, if any, or the
Trustee of a breach  of any of the  representations  and warranties  made by any
Underlying  Security    Provider in the  related  Underlying  Security  Purchase
Agreement,  if any, in  respect of any Underlying Security that  materially  and
adversely   affects   the  interests  of  the   Certificateholders,   the  party
discovering  such breach shall give prompt  written notice to the other  parties
hereto (but in any event within 10 Business Days).

             Section 2.3.  Repurchase  or Substitution  of  Certain   Underlying
Securities  by  the  Underlying  Security  Provider. (a) If  and  to  the extent
provided for in a Series Supplement relating to a given Series  of Certificates,
upon discovery or receipt of notice  pursuant to Section 2.2 that a document  is
missing or defective,  the Trustee shall immediately  notify the Depositor,  the
Administrative  Agent, if any,  and each Rating  Agency that such   document  is
defective  or missing and, unless the Depositor   provides  to  the  Trustee  an
Officer's  Certificate  stating such missing or defective document will not have
a materially adverse effect on the related  Trust,  the  Administrative   Agent,
if any,  or the Trustee  shall immediately  so notify the   Underlying  Security
Provider  and require that the Underlying  Security    Provider   deliver   such
missing document or cure such defect within 60 days from the date on which  such
Underlying  Security  Provider  was first  notified  of such  missing   document
or defect,  and if such  Underlying Security  Provider does not  deliver    such
missing document or cure such defect  in  all material   respects  during   such
period, the  Administrative  Agent, if any, or the  Trustee  shall use its  best

                                     16


<PAGE>


efforts to  enforce  the  Underlying  Security Provider's  obligation,   if any,
under the related Underlying  Security Purchase Agreement  to  repurchase   such
Underlying  Security  from the  Trustee   at the   applicable   Purchase   Price
within  90  days  after  the  date on which the Underlying Security Provider was
first  notified of such missing  document or defect.  The Purchase Price for the
repurchased Underlying Security shall be delivered to the Administrative  Agent,
if any,  or to the Trustee  directly  for deposit in the Certificate Account and
the Trustee, upon receipt either of certification by the  Administrative  Agent,
if  any,  of  such  deposit  or  of such deposit directly, shall release  to the
Underlying  Security  Provider  the  related  documents  in its  possession  and
shall  execute  and  deliver  such  instruments  of  transfer or assignment,  in
each case without recourse, as shall be necessary  to  vest  in  the  Underlying
Security Provider any  Underlying  Security  released  pursuant hereto, and  the
Trustee shall have no further obligations with regard to such documents.
The  foregoing  notwithstanding,  if and to the  extent  the  Series  Supplement
provides,   the  Underlying   Security   Provider  may,  as  an  alternative  to
repurchasing  any such  Underlying  Security  as provided  above,  if and to the
extent so provided in the Underlying  Security  Purchase  Agreement,  cause such
Underlying  Security to be removed from the Trust (in which case it shall become
a Deleted  Underlying  Security) by agreeing to substitute one or more Qualified
Substitute  Underlying  Securities in the manner and subject to the  limitations
set forth in Section 2.3(b) and the related Series Supplement.  It is understood
and agreed that the obligation of the Underlying Security Provider to repurchase
or substitute for any Underlying Security as to which a constituent  document is
missing or a defect in a constituent  document  exists shall,  if such defect is
not cured or such missing document is not provided, constitute (unless otherwise
specified in the applicable  Series  Supplement) the sole remedy respecting such
omission or defect available to the  Certificateholders or the Trustee on behalf
of the  Certificateholders.  It is further  understood  and agreed that,  unless
otherwise  provided in the related Series  Supplement,  in no event shall either
the Depositor or the Administrative Agent, if any, be obligated to repurchase or
substitute for such an Underlying Security, regardless of whether the Underlying
Security  Provider  defaults on its  obligation to repurchase or substitute  for
such an Underlying Security.

             (b)  If  and   to   the   extent    provided   for  in  a    Series
Supplement relating to a given Series of  Certificates,  with  respect  to   any
Deleted  Underlying  Security for which the Depositor or the Underlying Security
Provider  substitutes a Qualified Substitute Underlying Security or Assets, such
substitution shall be effected by the Depositor or Underlying Security  Provider
delivering to the Trustee or a custodian on its behalf such Qualified Substitute
Underlying   Security   or   Assets  and such documents and agreements, with all
necessary  endorsements thereon, as would be required under the terms of Section
2.1,  together  with an Officer's  Certificate  of  the  Depositor  or  relevant
Underlying Security Provider certifying  that  each  such  Qualified  Substitute
Underlying Security satisfies the definition thereof and the requirements  under
this Section.  The Trustee or such custodian shall acknowledge  receipt of  such
Qualified  Substitute  Underlying Security or Assets and, within  five  Business
Days  thereafter,  review such documents in the manner specified in Section 2.2.
The   Depositor  shall  give  or  cause  to  be  given  written  notice  to  the
Certificateholders  of such Series and each Rating Agency that such substitution
has taken place and shall amend the Underlying  Security Schedule to reflect the
removal of such   Deleted   Underlying   Security   from  the  terms   of   this
Agreement  and the   substitution   of  the   Qualified   Substitute  Underlying
Security or Assets. Upon such substitution, such Qualified Substitute Underlying
Security or Assets shall be subject to  the  terms  of  this  Agreement  in  all
respects,           including         those       related       to           the
representations          and              warranties                    included

                                     17


<PAGE>


in  the   Underlying   Security   Purchase   Agreement   as    of  the  date  of
substitution.  The terms upon which such  substitution  may be effected shall be
specified in the applicable Series Supplement.

             Section   2.4.   Representations     and     Warranties   of    the
Depositor   and Representations,  Warranties and Covenants of the Administrative
Agent. (a) The Depositor  hereby  represents and warrants to the Trustee that as
of the Closing Date or as of such other date specifically  provided herein or in
the applicable Series Supplement:

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

             (ii)     with respect to each Series Supplement, to the Depositor's
         knowledge, the  information  set  forth  in  the  Underlying   Security
         Schedule with respect to each Underlying Security is true  and  correct
         in all material respects  at the date or dates  respecting  which  such
         information  is furnished;

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

             (iv)     the  Depositor  has  the  full  power  and  authority   to
         enter  into  and  consummate  all  transactions contemplated  by   this
         Agreement,  has  duly   authorized   the  execution,   delivery     and
         performance of this Agreement and has duly executed and  delivered this
         Agreement.  This  Agreement,  upon its execution and  delivery by   the
         Depositor  and assuming due  authorization,  execution  and delivery by
         the Trustee,  will constitute a valid,  legal and binding obligation of
         the Depositor,  enforceable  against it in accordance  with  the  terms
         hereof,   except  as  such  enforcement may  be limited by  bankruptcy,
         insolvency,   reorganization,  receivership,  moratorium  or other laws
         relating to or affecting the rights of creditors     generally,  and by
         general  equity  principles  (regardless  of whether such   enforcement
         is considered a proceeding in equity or at law);

             (v)      the  Depositor is not in  violation, and the execution and
         delivery of this Agreement by the Depositor  and  its  performance  and
         compliance with    the terms of this  Agreement  will not  constitute a
         violation,  of any order  or  decree  of  any  court  or  any  order or
         regulation of any Federal, State,   municipal  or  governmental  agency
         having  jurisdiction over the Depositor   or  its   properties,   which
         violation  would  reasonably  be expected   to   have a   material  and
         adverse   effect   on   the  condition  (financial  or  otherwise)   or
         operations  of  the  Depositor or  its properties or on the performance
         of its duties hereunder; and (vi) any  additional  representations  and
         warranties,  if any, that may be specified in the  applicable    Series
         Supplement.

             It  is   understood   and   agreed   that the  representations  and
warranties  of the  Depositor  set forth in this Section  2.4(a)  shall  survive
delivery  of the  respective  documents  to the  Trustee  and shall inure to the
benefit   of   the   Trustee   on    behalf     of    the     Certificateholders

                                     18


<PAGE>


notwithstanding any restrictive or qualified endorsement or   assignment.   Upon
discovery by any of the Depositor,  the Administrative  Agent, if any,  or   the
Trustee of a breach of any of the foregoing   representations   and   warranties
which materially and adversely affects the  interests of the Certificateholders,
the party  discovering  such breach shall give prompt written notice thereof  to
the other parties.

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

             Upon  discovery by any of the  Depositor, the Administrative Agent,
if  any,  or  the  Trustee   of   a   breach   of   any  of   the      foregoing
representations, warranties and covenants which materially and adversely affects
the interests of the Certificateholders, the party discovering such breach shall
give prompt written notice thereof to the other parties.

             Section 2.5. Breach of Representation,  Warranty or Covenant.   (a)
Within 20 days of the  earlier  of  discovery  by the Depositor  or  receipt  of
notice by the Depositor of a breach of any  representation   or  warranty of the
Depositor  set forth in Section 2.4(a) that materially and adversely affects the
interests of the  Certificateholders  of a given Series  of  Certificates,   the
Depositor shall cure such breach in all material respects.

             (b)  With respect to an Administrative Agent appointed pursuant  to
the  applicable  Series   Supplement,  within  20  days  of   the   earlier   of
discovery  by  such  Administrative   Agent  or   receipt   of  notice  by  such
Administrative  Agent of a breach of any representation, warranty or covenant of
such Administrative Agent set forth in the  applicable  Series  Supplement  that
materially and adversely affects the interests of the Certificateholders,   such
Administrative Agent shall cure such breach in all material respects.

             Section 2.6. Agreement to Authenticate  and  Deliver  Certificates.
With respect to each Series of Certificates and the related Trust, the   Trustee
hereby agrees and acknowledges  that it will, concurrently  with the sale to and
receipt by it of the related Underlying  Securities  and  delivery  to  it    of
executed Certificates of such Series, cause to be authenticated and delivered to
or upon the order of the Depositor,  in exchange  for the  Underlying Securities
and such other  assets  constituting the  Trust for a given Series, Certificates
duly authenticated by or on behalf of the Trustee  in  authorized  denominations
evidencing ownership of the entire  Trust for  such  Series,  all in  accordance
with the terms and subject to the conditions of Sections 5.2 and 5.13.

             Section 2.7.  Statement  of Intent.  It is the  intention  of   the
parties  hereto that, for purposes of federal income taxes,  state  and    local
income   and   franchise  taxes  and  any  other taxes imposed upon, measured by
or based upon gross or net income, each Trust shall  be  treated  as  a  grantor
trust,  but failing that, as a partnership.  The terms of this  Agreement  shall
be interpreted to further this intention  of the  parties.  The  parties  hereto
agree that,  unless  otherwise required by appropriate  tax  authorities,   each
Trust shall file or cause to be filed annual or other necessary returns, reports
and   other   forms   consistent   with  such   intended  characterization. Each
Certificateholder and each beneficial owner of a Certificate  by   acceptance of
its  Certificate  (or its beneficial  interest therein) agrees, unless otherwise
required by appropriate tax authorities,  to file  its  own  tax   returns   and
reports  in a  manner  consistent  with  such characterization.

                                     19


<PAGE>


                                 ARTICLE III

                          Administration of each Trust

             Section 3.1.  Administration  of each Trust. (a) The Trustee  (and,
to the extent required in the applicable Series Supplement,  any  Administrative
Agent) shall administer the Underlying Securities for each given Trust for   the
benefit of the Certificateholders  of the related Series.  In engaging  in  such
activities,  the Trustee (or the  Administrative  Agent,  if  applicable) shall,
subject  to  the  provisions   of   Article  VI  hereof,  follow  or cause to be
followed  collection procedures in  accordance  with the terms of this Agreement
and the  applicable Series  Supplement,  the  respective  Underlying  Securities
and any applicable Credit Support Instruments.  With respect to each Trust,  and
subject only to the above-described  standards and the terms of this  Agreement,
the related Series Supplement  and the  respective  Underlying  Securities   and
applicable   Credit  Support   Instruments,   if  any,   the  Trustee    (or the
Administrative  Agent,  if applicable)  shall  have  full  power and  authority,
acting  alone or  through Sub-Administrative  Agents as provided in Section 3.2,
to do   or   cause  to  be  done any and all  things  in  connection  with  such
administration   which  it  deems  necessary  to  comply   with  the   terms  of
this Agreement and the  applicable  Series Supplement.

             (b)  Without  limiting  the  generality  of the terms of  paragraph
(a) of this Section  3.1,   with   respect  to any Series of  Certificates,  the
Administrative Agent, if any,  specified in the  applicable   Series  Supplement
shall be hereby authorized   and   empowered   by  the   Depositor,   when  such
Administrative Agent believes it appropriate in its reasonable judgment and when
otherwise  required by a Series Supplement,  in its own name or in the name of a
Sub-Administrative Agent,  (i) to instruct the Trustee to make  distributions or
payments from the Certificate Account or any  other  Account  for  such  Series,
as set forth herein or in the related Series  Supplement, and (ii) to the extent
specified  in the related  Series   Supplement,  to  execute  and  deliver,   on
behalf  of  the Certificateholders  of such  Series  and the  Trustee  or any of
them,  and upon notice to the Trustee,  any and all instruments of  satisfaction
or cancellation, or  of  partial  or  full  release  or   discharge,    and  all
other  comparable instruments,  with respect to any of the Underlying Securities
relating to such Series.

             (c) The duties of the Trustee and the Administrative Agent, if any,
shall be performed in accordance  with applicable  local, State and Federal law,
and the Trustee  (or,  if   specified  in  the   applicable  Series  Supplement,
the Administrative  Agent)  shall  make any and all filings, reports, notices or
applications with, and seek any comments and authorizations from, the Commission
and any State  securities  authority on behalf of the Trust for each Series.  If
the applicable Series Supplement appoints an Administrative  Agent, the Trustee,
in  its  capacity  as  Trustee,   shall  execute,   at  the  direction  of  such
Administrative  Agent,  any powers of attorney and other documents  necessary or
appropriate  to  enable  the  Administrative  Agent  to  carry  out  any  of its
administrative  duties hereunder;  provided,  however,  that the Trustee, in its
capacity  as  Trustee,   shall  not  be  accountable  for  the  actions  of  the
Administrative  Agent or any  Sub-Administrative  Agents  under  such  powers of
attorney.

             Section 3.2.  Sub-Administration  Agreements Between Administrative
Agent or Trustee and  Sub-Administrative Agents.

                                     20


<PAGE>


             (a)  Unless   otherwise  provided   in   a   Series Supplement,  an
Administrative  Agent specified in the  applicable  Series  Supplement  and  the
Trustee  may  enter  into  Sub-Administration   Agreements   with  one  or  more
Sub-Administrative Agents  in order to delegate their administrative obligations
with   respect   to   a   related   Series    under   this  Agreement  to   such
Sub-Administrative  Agents;  provided, however,  that (i) such delegation  shall
not release either such  Administrative Agent  or  the   Trustee, as applicable,
from  the  duties,   obligations, responsibilities  or liabilities arising under
this Agreement,  (ii) the Rating Agency  Condition shall  have  been   satisfied
with respect  to  the  entering  into  of  any  such  agreement  and  (iii) such
agreements  are consistent  with the terms of this  Agreement  and, with respect
to  Certificates  of any Series,  the related Series  Supplement.  With  respect
to   any  Series  (or Class  within such  Series) of Certificates,   each   Sub-
Administration   Agreement   shall   impose   on  the Sub-Administrative   Agent
requirements conforming to the provisions set forth in Section  3.1 and  provide
for    administration   of  the   related   Trust  and all or certain  specified
Underlying   Securities  for  such  Series   consistent   with   the   terms  of
this  Agreement.  Additional  requirements  relating  to the  scope and contents
of any  Sub-Administration  Agreement may be provided in the applicable   Series
Supplement.  Such  Administrative  Agent shall deliver to the Trustee and    the
Depositor copies of all Sub-Administration  Agreements which it enters into, and
any amendments or modifications  thereof,  promptly  upon  the    Administrative
Agent's execution and delivery of any such instruments.

             (b)  As part   of  its  duties  hereunder, an Administrative  Agent
specified in the applicable Series  Supplement  shall enforce  the   obligations
of  each Sub-Administrative Agent under any related Sub-Administration Agreement
which it enters  into  and of  the  Underlying  Security  Provider,   if    any,
under  any Underlying Security  Purchase  Agreement,  for  the  benefit  of  the
Trustee   and  the  Certificateholders  of a given  Series.  Such   enforcement,
including   the  legal   prosecution   of  claims,   the   termination  of  Sub-
Administration   Agreements  or  Underlying  Security  Purchase  Agreements,  as
appropriate,  and  the  institution of  Proceedings and  the  pursuit  of  other
appropriate   remedies,   shall   be in  such  form  and  carried out to such an
extent and at such time as the Administrative  Agent, in its good faith business
judgment,  deems necessary or advisable,  subject in all cases to the provisions
of Article VI hereof.

             Section  3.3.   Successor     Sub-Administrative   Agents.       An
Administrative  Agent specified in the  applicable  Series  Supplement  and  the
Trustee  shall each be entitled  to  terminate any Sub-Administration  Agreement
which   it   enters   into   and  the  rights  and   obligations  of  any   Sub-
Administrative   Agent  under  any Sub-Administration  Agreement  in  accordance
with the terms and conditions of any such  Sub-Administration  Agreement. In the
event   of   a   termination   of   any  Sub-Administration   Agreement,     the
Administrative  Agent  or the  Trustee,  as applicable,   shall   simultaneously
reassume  direct  responsibility  for  all obligations  delegated  in such  Sub-
Administration  Agreement without any act or deed on the part of the  applicable
Sub-Administrative Agent, the Trustee or the Administrative   Agent,   and   the
Administrative   Agent  or  the  Trustee, as applicable, either shall administer
directly  the  related  Underlying  Securities or  shall   enter  into  a   Sub-
Administration  Agreement   with  a  successor Sub-Administrative Agent which so
qualifies under Section 3.2.

Section  3.4.  Liability  of  the  Administrative  Agent.   Notwithstanding  any
Sub-Administration Agreement or any of the provisions of this Agreement relating
to agreements or arrangements  between an  Administrative  Agent, if any, or the
Trustee and a Sub-Administrative

                                     21


<PAGE>


Agent or  references  to  actions  taken  through a Sub-Administrative  Agent or
otherwise,  the  Administrative  Agent,  if any is specified in the   applicable
Series  Supplement,  or the Trustee,  as applicable, shall  remain     obligated
and   primarily   liable  to  the  Trustee  and  the Certificateholders for  the
administering  of the  Trust  and  the  Underlying Securities for each   related
Series of Certificates to the extent provided herein and in the related   Series
Supplement  in   accordance  with  the   provisions   of  Section  3.1   without
diminution    of   such   obligation   or liability by virtue of any such   Sub-
Administration    Agreements    or    arrangements    or    by    virtue      of
indemnification  from the  Sub-Administrative  Agent and to the same  extent and
under  the same  terms  and  conditions  as if the  Administrative  Agent or the
Trustee, as applicable,  alone were administering the Underlying Securities, and
the  Administrative  Agent or the Trustee,  as applicable,  shall not thereby be
released from any duties or responsibilities  set forth in this Agreement or the
related Series  Supplement.  The  Administrative  Agent and the Trustee shall be
entitled  to enter  into  any  agreement  with a  Sub-Administrative  Agent  for
indemnification   of  the   Administrative   Agent  or  the   Trustee   by  such
Sub-Administrative  Agent  for any  liability  or  obligation  sustained  by the
Administrative Agent or the Trustee in connection with any act or failure to act
by the  Sub-Administrative  Agent, and nothing contained in this Agreement shall
be deemed to limit or modify such indemnification.

             Section 3.5. No  Contractual  Relationship  Between  Certain   Sub-
Administrative    Agents  and    Trustee   or  Certificateholders.   Any    Sub-
Administration    Agreement   between an  Administrative  Agent specified in the
applicable  Series   Supplement  and  a  Sub-Administrative  Agent   that may be
entered    into   and  any transactions or services  relating to the  Underlying
Securities  pursuant to such an agreement shall  be  deemed  to be between   the
Sub-Administrative   Agent  and  the Administrative Agent alone, and the Trustee
and Certificateholders  shall not be deemed parties thereto and shall  have   no
claims, rights,  obligations,  duties  or  liabilities  with  respect  to    the
Sub-Administrative  Agent except as set  forth in  Section 3.6.  Except   as set
forth in Section 3.6, the Administrative  Agent shall be  solely  liable for all
fees  owed by it to any  Sub-Administrative  Agent, irrespective of whether  the
Administrative Agent's compensation pursuant to this Agreement is sufficient  to
pay such fees; provided, however, that if so provided in the  applicable  Series
Supplement,  a  Sub-Administrative  Agent  shall  be  entitled  to  a   Retained
Interest in certain  Underlying  Securities as and to the extent  specified   in
the  Underlying   Securities   Schedule  to  such  Series Supplement. Each  such
Sub-Administrative  Agent  shall be  reimbursed  by the Administrative Agent for
expenditures made by such  Sub-Administrative  Agent to the  same  extent    the
Administrative   Agent  would  be  reimbursed  for such expenditures pursuant to
the terms of this Agreement.

             Section 3.6.  Assumption  or    Termination  of  Sub-Administration
Agreements by Trustee.  Except as and to the extent  otherwise  provided  in   a
Series Supplement, in  the  event  an  Administrative  Agent  specified  in  the
applicable  Series Supplement  shall for any  reason no longer be acting in such
capacity  with  respect   to  any  Series,   the  Trustee  or its designee shall
thereupon  assume all the  rights   and   obligations   of  the   Administrative
Agent   under  each Sub-Administration Agreement that the  Administrative  Agent
may have entered into with  respect  to  any   Underlying  Security   or  Assets
related  to such  Series, provided  that the Trustee may elect to  terminate any
such    Sub-Administration   Agreement  in accordance with its terms.  Except as
otherwise  provided in such a Series  Supplement,  the Trustee,  its designee or
any successor  Administrative Agent shall be  deemed  to have  assumed  all  the
Administrative    Agent's    interest  therein    and   to   have  replaced  the
Administrative       Agent      as    a     party    to  each Sub-Administration

                                     22


<PAGE>


Agreement to the same extent as if each  Sub-Administration Agreement had   been
assigned  to   the assuming party;  provided,  however, that the  Administrative
Agent    shall     not  thereby     be    relieved    of    any    liability  or
obligations under any  Sub- Administration  Agreement and provided further, that
the  Trustee  shall in  no event be  obligated  to make  any  Advances  if it is
prohibited by law or regulation  from doing so or from  obligating  itself to do
so. The Administrative  Agent at its expense shall, upon request of the Trustee,
deliver to such  assuming  party all  documents  and  records  relating  to each
Sub-Administration   Agreement  and  the   Underlying   Securities   then  being
administered  by it and an  accounting  of amounts  collected and held by it and
otherwise use its best efforts to effect the orderly and  efficient  transfer of
the Sub-Administration Agreements to the assuming party.

             Section 3.7. Collection of Certain  Underlying  Security  Payments.
With   respect   to  any  Series or Class of Certificates, the Trustee  (or  the
Administrative Agent if specified in the related Series  Supplement)  shall make
reasonable  efforts to collect all payments required to be made pursuant to  the
terms of the Underlying Securities or any related Credit Support Instruments  in
a   manner   consistent   with   the   terms of this Agreement,  such Underlying
Securities and any related Credit Support Instruments.

             Section 3.8. Collections   by   Sub-Administrative  Agent.   Unless
otherwise   provided   in   the   applicable  Series Supplement,  in the event a
Sub-Administrative   Agent   is  administering one or more Underlying Securities
pursuant to a Sub-Administration Agreement,  the Sub-Administrative Agent  shall
be required to immediately direct the  Trustee  to  deposit  into  an   Eligible
Account   established   by  such Sub-Administrative Agent (a "Sub-Administration
Account") any amounts collected with respect thereto,  and  not  later  than the
Business Day after receipt thereof, all such amounts shall be deposited into the
related Certificate Account.

             Section  3.9.  Certificate     Account.  (a) For   each  Series  of
Certificates,  the Trustee   shall   establish   and  maintain  one   or    more
Eligible Accounts (collectively,  the "Certificate Account"), held in trust  for
the benefit of the Certificateholders   of  such   Series.   The   Trustee    on
behalf   of  such Certificateholders shall possess all right, title and interest
in all funds on deposit  from  time  to time in each  Certificate  Account   and
in  all   proceeds  thereof.  With  respect to each Series of Certificates,  the
Certificate  Account shall be under  the  sole  dominion   and  control  of  the
Trustee for the benefit of the related Certificateholders. With respect to  each
Series of Certificates, the Trustee  shall deposit or the Administrative  Agent,
if any,  specified in the applicable  Series Supplement shall direct the Trustee
to deposit or cause to be deposited  in the  Certificate  Account  no later than
the Business Day after receipt thereof all amounts collected with respect to the
Underlying Securities, any  Credit  Support    and    all  Liquidation  Proceeds
related  to  such  Series including:

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

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

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

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

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<PAGE>


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

             (vi)     any interest or investment   income   earned   on    funds
         deposited in the related Accounts.

             Unless   otherwise     specified     in   the   applicable   Series
Supplement,  it is  understood  and  agreed  that  payments  in  the  nature  of
prepayment  or redemption  penalties,  late payment  charges or assumption  fees
which may be  received  by the  Trustee  or any  Administrative  Agent  shall be
deposited by the Trustee or the  Administrative  Agent,  as  applicable,  in the
Certificate   Account   and  shall  not  be  retained  by  the  Trustee  or  the
Administrative Agent for its own account.

             If,  at  any  time,  the  Certificate Account for any Series ceases
to be an Eligible  Account,  the Trustee  shall within 10 Business Days (or such
longer  period,  not to exceed 30 calendar  days,  as to which the Rating Agency
Condition is met)  establish a new  Certificate  Account  meeting the conditions
specified  above and  transfer  any cash and any  investments  on deposit in the
Certificate Account to such new Certificate  Account, and from the date such new
Certificate Account is established, it shall be the Certificate Account for such
Series.

             (b)  The Trustee  shall give notice to the  Administrative   Agent,
if any,  the Depositor  and each  Rating  Agency of the   location    of    each
Eligible  Account constituting the Certificate Account and prior to any   change
thereof.

             (c)  The Administrative   Agent,  if  any,   shall   instruct   the
Trustee  as to,  or  otherwise the Trustee shall  determine,  the    appropriate
application of Available Funds with respect to any Distribution  Date for  which
application is to be made on any such  Distribution  Date in accordance with the
terms of Section 4.1 and the related Series Supplement.

             Section  3.10.  Investment of Funds in the  Accounts. The Depositor
(or, if  so specified in the applicable Series  Supplement,  the  Administrative
Agent), on behalf of the Trust, may direct the Trustee to direct  any depository
institution maintaining  the  Certificate   Account  or  the  Reserve   Account,
if any, for the applicable  Series and any other  segregated  Eligible   Account
the  contents of which are held for the benefit of  Certificateholders  of  such
Series (each,  an "Account")  to  invest  the  funds   therein  in  one or  more
Permitted  Investments bearing  interest or sold at a discount,  which shall  be
held  to  maturity  unless  payable  on  demand  and  which funds shall  not  be
reinvested upon the maturity or demand for payment of such Permitted Investment.
If the  Depositor (or the Administrative  Agent, if applicable) does not provide
any investment directions to the  Trustee,  funds held in  any  Account  will be
invested in the Permitted Investments specified in clause (ii) of the definition
thereof.  Investments of such funds shall be invested in Permitted   Investments
that will mature so that such funds will be available for  distribution  on  the
Distribution  Date on which such amounts are to be applied as  distributions  to
Certificateholders.  In  the  event  amounts  on  deposit  in  an Account are at
any  time   invested  in   a  Permitted   Investment  payable  on  demand,   the
Trustee shall:

                                     24


<PAGE>


             (x)  consistent   with   any   notice    required   to   be   given
         thereunder,  demand that  payment  thereon be made on the last day such
         Permitted  Investment may otherwise mature hereunder in an amount equal
         to the lesser of (1) all amounts  then payable  thereunder  and (2) the
         amount required to be withdrawn on such date; and

             (y)  demand   same   day payment of all amounts due thereunder upon
         a determination by the Trustee that such Permitted Investment would not
         constitute a Permitted  Investment  in respect of funds  thereafter  on
         deposit in any Account.

             It  is  the  intent  of  the Trustee, any Administrative Agent, and
the Depositor that each Account shall be a securities account of the Trustee and
not an account of the  Depositor or the  Administrative  Agent.  Each  Permitted
Investment  that  constitutes  investment  property shall be held by the Trustee
through a securities  intermediary,  which securities  intermediary  shall agree
with the  Trustee  that (A)  such  investment  property  at all  times  shall be
credited to a securities  account of the Trustee,  (B) all property  credited to
such  securities  account  shall  be  treated  as a  financial  asset,  (C) such
securities  intermediary  shall treat the  Trustee as  entitled to exercise  the
rights that comprise each financial asset credited to such  securities  account,
(D) such securities intermediary shall comply with entitlement orders originated
by the Trustee  without the further  consent of any other person or entity,  (E)
such  securities  intermediary  shall not agree with any person or entity  other
than the Trustee to comply with entitlement  orders  originated by any person or
entity  other than the  Trustee,  (F) such  securities  account and all property
credited thereto shall not be subject to any lien,  security interest,  right of
set-off,  or  encumbrance  in favor of such  securities  intermediary  or anyone
claiming through such securities  intermediary (other than the Trustee), and (G)
such agreement  between such  securities  intermediary  and the Trustee shall be
governed by the laws of the State of New York.  Each Permitted  Investment  that
does not  constitute  investment  property  shall be held by the  Trustee in the
State of New York.  Each term used in the preceding two sentences and defined in
the New York Uniform Commercial Code shall have the meaning set forth in the New
York Uniform Commercial Code.

             Section 3.11. Maintenance of  Credit  Support. On  the   applicable
Closing  Date,  the  Trustee  or,  if  so  specified  in  the applicable  Series
Supplement,  the Depositor or the  Administrative  Agent,  shall, to the  extent
specified in the applicable Series Supplement,  establish and maintain, or enter
into, as  applicable,  in  the name  of  the   Trustee,  either as a part of the
related  Trust or outside it, for the benefit of the  Certificateholders of  the
related   Series,  the   Credit  Support  specified  in  the  applicable  Series
Supplement.  To the  extent  specified  in  the  applicable  Series  Supplement,
the Depositor or the Administrative Agent, as the case  may be,  will  make   or
cause  to be  made  any  initial  deposit  to the Certificate  Account or    any
Reserve  Account  for the  related  Series as of the Closing  Date.  Unless  the
Series   Supplement  for  a  given  Series  provides otherwise, if   a   Reserve
Account exists for such Series, collections with respect to   the     Underlying
Securities   for  such  Series  not   distributed  to  the Certificateholders of
such Series shall be deposited in the Reserve Account. The Reserve  Account,  if
any, will not be a part of or otherwise includible in the Trust but will be held
for the benefit of the Credit Support Provider.

             Amounts   on   deposit   in   the   Reserve   Account  and  amounts
available  pursuant to any other Credit Support for such Series shall be applied
by the Trustee to make  distributions  of  principal of and premium (if any) and
interest on the Certificates of such Series as required  pursuant to Section 4.1
and the applicable  Series   Supplement to  the  extent  that  funds  are    not

                                     25


<PAGE>


otherwise available for such purpose. If specified in  such  Series  Supplement,
immediately after each Distribution  Date,  amounts on  deposit  in the  Reserve
Account for such Series in excess  of a  specified   amount  shall  be  paid  to
the Person so specified in such Series Supplement.

             Section 3.12.    Realization Upon Defaulted Underlying  Securities.
Unless otherwise  provided in the applicable Series Supplement, (a)  if:

             (i)      default is made in the  payment of  any   installment   of
         interest on any  Underlying  Security  when the  same  becomes  due and
         payable, and such default continues unremedied for the period specified
         in the indenture     or other authorizing  document for such Underlying
         Security (or, if no such period is specified, three days) after receipt
         by the  Underlying Securities Issuer of notice thereof from the Trustee
         or receipt by  the  Underlying  Securities  Issuer  and  the Trustee of
         notice    thereof from    the   Holders   of   Outstanding Certificates
         representing  at least 25% of the Voting Rights; or

             (ii)     default is made in the payment of the  principal of or any
         installment of the principal of any  Underlying  Security when the same
         becomes due     and  payable,  and such  default  continues  unremedied
         for the period specified  in the   indenture   or  other    authorizing
         document  for such  Underlying   Security  (or,  if  no such  period is
         specified, thirty (30) days) after receipt by the Underlying Securities
         Issuer of notice thereof from the Trustee or receipt by the  Underlying
         Securities Issuer and the  Trustee of notice  thereof  from the Holders
         of   Outstanding   Certificates  representing  at  least 25%   of   the
         Voting Rights;

and the Underlying  Securities Issuer shall, upon demand of the Trustee, fail to
pay forthwith to the Trustee,  for the benefit of the Holders,  the whole amount
then due and payable on such  Underlying  Securities for principal and interest,
with interest upon the overdue  principal,  at the rate borne by the  Underlying
Securities and in addition thereto such further amount as shall be sufficient to
cover  the  costs  and  expenses  of   collection,   including  the   reasonable
compensation, expenses, disbursements and advances of the Trustee and its agents
and counsel,  to the extent  permitted by law (such  event,  an "Issuer  Payment
Default"), then the Trustee, in its own name and as trustee of an express trust,
subject to provision being made for indemnification  against costs, expenses and
liabilities in a form satisfactory to the Trustee,  shall institute a Proceeding
for the  collection  of the sums so due and  unpaid,  and shall  prosecute  such
Proceeding to judgment or final decree or settlement, and shall enforce the same
against the  Underlying  Securities  Issuer or other obligor upon the Underlying
Securities and collect in the manner  provided by law out of the property of the
Underlying  Securities  Issuer or other obligor upon the  Underlying  Securities
wherever  situated,  the  moneys  adjudged  or  decreed  to be  payable,  unless
otherwise  directed by Holders of the  Required  Percentage  -- Direction of the
Trustee.  In connection  therewith,  the Trustee  shall use its best  reasonable
efforts in accordance  with such normal and  customary  procedures it shall deem
necessary or advisable, and shall have the power and authority, acting alone, to
do any and all things in  connection  therewith  and the  administration  of the
Trust as it may deem necessary or advisable.

             (b)  In the event that the Trustee receives money or other property
in respect of the Underlying  Securities (other than a  scheduled  interest   or
principal payment or the  payment  of any  redemption premium on or with respect
to the earlier redemption of the Underlying Securities) as a result of a payment
default     on    the    Underlying   Securities  or  actual  notice  that  such

                                     26


<PAGE>


moneys or other property will be paid to the Trustee, the Trustee shall promptly
give  notice (as provided in Section 10.5 hereof) to the Depositary or,  if  the
Certificates are not then held by the Depositary, directly to the Holders of the
Certificates then outstanding and unpaid. Such notice  shall  state  that,   not
later than thirty (30) days after the receipt of such moneys or other  property,
the Trustee shall allocate and distribute  such  moneys or other property to the
Holders   of  the  Outstanding Certificates then unpaid, in  proportion  to  the
Stated  Amount or Accreted Amount, as  applicable, of each class of  Outstanding
Certificates,   together  with  accrued  interest  to  the date of distribution,
if  applicable,  and  within  each  class  pro rata  by  Stated Amount. Property
received, other than cash, shall be liquidated by the Trustee in a  commercially
reasonable manner and  the proceeds  thereof, after deduction of all  reasonable
costs of such liquidation, distributed in cash,  only  to  the  extent necessary
to  avoid   distribution of  fractional securities.

             (c)  The Trustee (or, if and under the circumstances  specified  in
the applicable Series   Supplement,  the  Administrative    Agent),  on   behalf
of   the Certificateholders,  shall assert claims under each  applicable  Credit
Support Instrument, and shall take such reasonable steps, in addition to   those
described in Section  3.12(a), as are necessary to receive  payment or to permit
recovery thereunder with respect to any defaulted Underlying Securities, subject
in all cases to  the  provisions  of  Article  VI  hereof  in  the  case  of the
Administrative Agent and Article VIII hereof in the case of the Trustee.

             (d) Unless    otherwise    provided   in  a Series  Supplement,  if
the  Administrative Agent or the  Trustee,  as  applicable,  is unable to obtain
full  recovery  in respect of a  defaulted Underlying  Security  and any related
Credit  Support Instrument pursuant to Section 3.12(c), the Administrative Agent
or the Trustee, as  applicable, shall follow or cause to be followed such normal
practices and procedures  as it deems  necessary or  advisable to  realize  upon
such  defaulted Underlying Security and such Credit Support Instrument,  subject
in  all  cases  to  the  provisions  of Article VI hereof in  the  case  of  the
Administrative  Agent and Article VIII hereof in the case of the Trustee.

             Section  3.13.  Retained  Interest.  The   Retained   Interest,  if
any,  in  any Underlying  Security  shall  initially be held by  the  Person  so
specified in the related Series  Supplement as and to the extent specified    in
Schedule A thereof. With  respect  to each  Underlying  Security,  the  Retained
Interest   shall  be deducted by the Trustee,  at the written direction  of  the
Administrative  Agent, if  any,  or the  Depositor  from applicable  collections
in  respect  of such Underlying  Security.   Unless  otherwise  provided in  the
applicable  Series Supplement, collections in respect of Retained Interest shall
not be deposited in the Certificate  Account for the applicable Series and shall
not   constitute  a  part of the Trust for such  Series,  but shall  instead  be
distributed  to the holder of such Retained  Interest,  provided that the Series
Supplement for any Series with  respect to which  there is a Retained   Interest
may provide  that, notwithstanding  the  terms   contained  herein,   commingled
amounts  received in respect of assets inclusive of Underlying  Securities   and
Retained   Interest  may  initially  be  deposited  in  a  separate and discrete
Eligible   Account   established  by  the  Trustee  at  the   direction   of the
Administrative  Agent,  if any, or the Depositor and such Series  Supplement may
provide for additional  terms relating thereto. Unless otherwise provided in the
applicable   Series    Supplement,  after  deduction  of all  applicable fees as
provided for in this  Agreement,  on each Distribution  Date the  Trustee  shall
allocate on a pari passu basis any partial recovery on an  Underlying   Security
between  (a)  the   Retained  Interest,    if   any,  and (b)  distributions  to
Certificateholders of the applicable Series.

                                     27


<PAGE>


             Section  3.14.   Administrative    Agent's    Compensation      and
Reimbursement. (a) As compensation for its activities, the Administrative Agent,
if any, specified in the applicable  Series Supplement shall be entitled to  the
Administrative  Fee, which shall be paid on the dates, in the amounts, under the
circumstances and in the manner specified in the applicable Series Supplement.

             (b)  If,  and  only   to   the   extent,  provided   in   a  Series
Supplement,  the Administrative  Agent,  if any,  shall be required to pay  from
its  compensation hereunder or otherwise all expenses  incurred in    connection
with the Trust for the related Series and its  administration of the  Underlying
Securities for   the   related Series,   including   payment  of  the  fees  and
disbursements of the Trustee (including  the  reasonable  fees and  expenses  of
its  counsel and  independent accountants  allocable  to such  Series),  payment
of  expenses   incurred   in  connection  with  distributions  and  reports   to
Certificateholders  of  such  Series, payment of premiums   on   Credit  Support
Instruments  related to such Series and other expenses  specified in such Series
Supplement;  provided,  however, that neither the Administrative  Agent, if any,
nor  the  Trustee will be responsible for any Federal, State, local  or  foreign
income and franchise taxes, if any, and any interest or penalties  with  respect
thereto,  assessed on the Trust for such Series.

             Section 3.15.  Statement as to Compliance. An Administrative  Agent
appointed pursuant to the applicable  Series  Supplement, if any,  will  deliver
to  the  Trustee,   the  Depositor and each Rating Agency not later than 90 days
following the end of each fiscal year of  the  Administrative Agent an Officer's
Certificate  executed  by  two of  its Executive Officers  stating,  as  to each
signatory thereof, that (i) a review of the  activities  of the   Administrative
Agent  during  the preceding year and of performance  under this  Agreement  has
been made under such  officer's  supervision  and  (ii) to  the  best  of   such
officer's  knowledge,  based  on  such  review,  the  Administrative   Agent has
fulfilled all its obligations under this  Agreement  throughout  such  year, or,
if   there   has   been a  default  in  the fulfillment of any such  obligation,
specifying  each  such  default  known  to  such  officer  and  the  nature  and
status thereof.  Copies of such  statement  received  by the  Trustee  shall  be
provided    by   the   Trustee  to  any   Certificateholder  upon request at the
Certificateholder's expense.

             Section 3.16.     [Intentionally Omitted.]

             Section   3.17.   Access to Certain  Documentation.   The   Trustee
and  the  Administrative  Agent,  if any,  shall  provide to any  Federal, State
or   local   regulatory   authority   that  may  exercise   authority   over any
Certificateholder   access   to  the   documentation   regarding the  Underlying
Securities  required by applicable laws and  regulations.  Such access shall  be
afforded without charge, but only upon  reasonable  request  and  during  normal
business hours at the offices of the Trustee and Administrative  Agent, if  any,
designated by each of them. In addition,  access to the documentation  regarding
the  Underlying   Securities  related  to  a given  Series (or Class within such
Series) will be provided to any Certificateholder of such Series (or Class) upon
reasonable  request  during normal business  hours at the offices of the Trustee
and   Administrative   Agent  designated   by  each  of  them  at  the   expense
of the  Certificateholder  requesting such access.

             Section 3.18.  Duties of the Administrative  Agent. Notwithstanding
any  other  provision  of  this Agreement,  with  respect  to   any Series,  the
applicable Series Supplement may provide that any Administrative Agent appointed
pursuant to such Series Supplement shall have

                                     28


<PAGE>


no rights and no duties, obligations or liabilities except as provided in   such
Series Supplement and herein.

             Section  3.19.  Depositor to Furnish Names and Addresses of Holders
to Trustee. The   Depositor   shall   furnish or cause to be  furnished to   the
Trustee not more than five days before  each  Distribution  Date,  and  at  such
other times as the Trustee  may  request  in  writing,  a list,  in  such   form
as the  Trustee  may reasonably  require,  to the extent  such   information  is
in the  possession  or control  of the  Depositor or  any of its paying  agents,
of the  Holders  of Certificates  as of the close of business on the  applicable
record date of the Underlying Securities; provided, however, that so long as the
Trustee maintains the Certificate Register, no such list shall be required to be
furnished.

             Section 3.20.     Preservation of Information,   Communications  to
             Holders.

             (a)  The  Trustee  shall  preserve,  in as  current  a  form  as is
reasonably practicable, the names and addresses of the Holders  of  Certificates
contained   in   the  most  recent  list  furnished  to  the Trustee as provided
in  Section   3.19  and  the  names and  addresses of Holders  of   Certificates
received by the Trustee in its  capacity  as Certificate  Registrar. The Trustee
may  destroy  any list furnished  to it as provided in such  Section 3.19   upon
receipt of a new list so furnished.

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

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

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

                                ARTICLE IV

               Distributions and Reports to Certificateholders

             Section  4.1.  Distributions.  On each  Distribution   Date  for  a
given Series of Certificates,  the Trustee shall apply funds in the  Certificate
Account for such Series in the manner and  priority set  forth  in  the   Series
Supplement  for such  Series.  Notwithstanding  any  other  provisions  in  this
Agreement,   the   right   of   the  Holder   of   any   Certificate to  receive
any        such      distributions   in  the  manner  and  priority   set  forth
in    the        Series        Supplement      for     such     Series  and   to


                                     29


<PAGE>


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 Holder.

             Section 4.2. Reports  to   Certificateholders.    Unless  otherwise
specified   in   the   applicable   Series   Supplement,  on  the  next Business
Day     following    each   such   Distribution   Date   the   Trustee   or  the
Administrative  Agent, if any, as specified in such  Series  Supplement,   shall
forward  or  cause to be  forwarded  to the Depositor,  each   Certificateholder
of   such   Series    and  such  other  Persons  as  may  be  specified in  such
Series Supplement, a statement setting forth:

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

             (ii)     in the case of each Class of Floating Rate Certificates of
         such Series, the respective Floating Pass  Through Rate  applicable  to
         each such Class on such Distribution  Date, as calculated in accordance
         with the method   specified in such Certificates and the related Series
         Supplement;

             (iii)    the amount of  compensation received by any Administrative
         Agent and such  other   customary   information  as  the   Trustee   or
         Administrative Agent, as applicable, deems  necessary or desirable,  or
         that any such Certificateholder   reasonably  requests, to enable  such
         Certificateholders to prepare their tax returns;

             (iv)     if the   Series   Supplement   provides  for Advances, the
         aggregate amount of Advances,  if any,  included in such  distribution,
         and the  aggregate amount of  unreimbursed  Advances,  if any,  at  the
         close of business on such Distribution Date;

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

             (vi)     the   aggregate   Stated   Amount (or   Notional   Amount,
         if applicable) of each Class of such  Series at the  close of  business
         on such  Distribution Date; and

             (vii)    as to any Series (or any Class  within such  Series)   for
         which  Credit  Support has been obtained, the amount or notional amount
         of coverage  of  each  element  of Credit Support (and rating,  if any,
         thereof) included   therein  as  of  the close  of  business  on   such
         Distribution Date.

In the case of information furnished pursuant to subclauses (i) and (iii) above,
the amounts shall be expressed as a Dollar amount (or the equivalent  thereof in
any other  Specified  Currency) per minimum  denomination of Certificates or for
such other specified  portion thereof.  Within a reasonable period of time after
the end of each calendar  year,  the Trustee shall furnish to each person who at
any time  during each such  calendar  year was a  Certificateholder  a statement
containing  the  information  set  forth  in  subclauses  (i) and  (iii)  above,
aggregated        for        such      calendar    year    or  the    applicable
portion    thereof   during   which  such person was a  Certificateholder.  Such

                                     30


<PAGE>


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.

             Section 4.3. Advances.  (a) Unless   otherwise    specified  in the
applicable Series Supplement,  an Administrative Agent appointed pursuant to the
Series Supplement shall have no obligation to make  Advances  (as defined below)
with respect to the Underlying  Securities or in favor of  the  Holders  of  any
Series (or Class within such  Series) of  Certificates.  However,  as and to the
extent  provided in the Series Supplement for a given Series, and subject to the
terms of paragraphs (b) and (c) of this  Section  4.3,  on  or  prior  to   each
Distribution  Date,  such Administrative  Agent  shall  advance  or cause to  be
advanced  in  immediately available funds to the  Trustee  for  deposit  in  the
Certificate  Account  for  such  Series  an   advance  (each,  an "Advance")  in
an amount  equal,  unless  otherwise specified in the related Series Supplement,
to the aggregate of distributions of principal,  premium (if any)  and  interest
due on the Underlying  Securities for such Series (or Class) during the  related
Collection  Period,  to the extent remaining unpaid at the time of such Advance.
In satisfaction of its obligation to  make  such  Advances,  the  Administrative
Agent shall make such Advances from either (i) its own funds or (ii) funds  with
respect to the Underlying Securities for such Series or Class on deposit in  the
Certificate  Account for such Series, if any, that do not  constitute  Available
Funds with respect to such Distribution Date; provided, however, that,  to   the
extent  the  Administrative Agent shall have made Advances from funds on deposit
in  the  applicable   Certificate   Account,  the  Administrative   Agent  shall
immediately  deposit  funds equal to the  aggregate amount  of   such   Advances
into  such  Certificate  Account  on any  subsequent Distribution  Date  to  the
extent   that   amounts   on  deposit  in  such   Certificate  Account   on such
Distribution  Date are less than the  amount of  distributions  required  to  be
made on such  Distribution  Date  pursuant to Section 4.1 and the related Series
Supplement.   The   Administrative   Agent  may  recover  Advances  from    late
collections    received   by   the   Trustee   on   the  applicable   Underlying
Securities, proceeds from any applicable Credit Support, if any, and Liquidation
Proceeds with respect to the Underlying  Securities for such Series or Class, as
specified in the related Series  Supplement,  as to which any such  unreimbursed
Advance was made.

             (b)  Notwithstanding    any   provision herein to the contrary,  no
Advance shall be required to be made hereunder  if  the   Administrative   Agent
reasonably   believes  that   it  will  be  unable to recover such  Advance from
related late  collections,  Credit  Support  proceeds,  if any, or   Liquidation
Proceeds with respect to the applicable Underlying  Securities.  It  is  further
understood and agreed that the Administrative  Agent shall not be   obligated to
make any Advances in respect of reductions in the amount of  collections  on the
Underlying   Securities   due  to  bankruptcy  proceedings  with  respect to the
Underlying Securities or the obligors thereof.

             (c)  Notwithstanding any provision  herein to the contrary,  unless
otherwise provided in the Series  Supplement  for a given  Series,  any Advances
made in respect of any  Underlying  Securities  related to such Series (or Class
within such  Series) that are  subsequently  deemed by the  Administrative Agent
to be nonrecoverable  from  related  late collections,  Credit Support proceeds,
if any, or Liquidation  Proceeds may be reimbursed to the  Administrative  Agent
through   the  application of  amounts on deposit in the Certificate Account for
such   Series   allocable  to   any of such Underlying  Securities  prior to the
distributions  of interest,  premium (if any) and principal  with respect to the
Certificates  of such Series or Class.

                                     31


<PAGE>


             Section 4.4. Compliance   with   Withholding  Requirements.  If any
withholding tax is imposed on the  payment  (or allocations of income)  to   any
Certificateholder, such tax shall reduce the amount otherwise  distributable  to
such   Holder. The Trustee is hereby authorized and directed   to  retain   from
amounts otherwise distributable to any Holder  sufficient  funds for the payment
of any tax that is legally owed by the Trust  (but  such  authorization    shall
not    prevent    the    Trustee    from  contesting any such tax in appropriate
proceedings and  withholding  payment of such tax, if permitted by law,  pending
the outcome of such proceedings), or that the Trustee may otherwise determine it
is   obligated to withhold under applicable law or regulation. The amount of any
withholding tax imposed with respect to any Holder  shall  be  treated  as  cash
distributed    to   such   Holder at the time it is withheld by the Trustee  and
remitted to the appropriate  taxing  authority.  If there is a  possibility that
withholding  tax is  payable  with  respect  to a distribution,  the Trustee may
in its sole  discretion  withhold such amounts in accordance  with this  Section
4.4. If any Holder wishes to apply for a refund of any such   withholding   tax,
the Trustee  shall  reasonably cooperate  with such Holder in making  such claim
so long as such  Holder agrees to reimburse  the Trustee  for any  out-of-pocket
expenses  incurred.  The  Trustee  shall  use reasonable  efforts to give notice
to each  Holder  of any  such  withholding requirement at least 10 days prior to
the date of the payment from which amounts are required to be withheld.

             Section 4.5. Optional   Exchange. (a)   The  terms  and conditions,
if any, upon which Certificates  of any Series (or Class within such Series) may
be   exchanged   for   a   pro rata  portion of  the  Underlying  Securities  of
the  related  Trust will be specified in the related Series Supplement; provided
that  any right of exchange shall be  exercisable  only to the extent  that  the
Depositor  provides upon the Trustee's  request an Opinion of  Counsel  that (i)
such  exchange  would not be inconsistent with the Depositor's and  the  Trust's
continued  satisfaction of the applicable  requirements for exemption under Rule
3a-7 (or other applicable rule or exemption)  under the  Investment  Company Act
of  1940,    as   amended,    and   all  applicable   rules,   regulations   and
interpretations thereunder  and (ii) such exchange  would not cause the Trust to
fail   to    qualify    as   a grantor  trust for federal  income tax  purposes.
Such terms may relate to, but are not limited to, the following:

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

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

             (3)      a requirement that the Stated Amount or  Notional  Amount,
         as applicable, of each Certificate tendered for exchange be an integral
         multiple of an amount specified in such Series Supplement;

             (4)      specified dates during which a Holder may effect  such  an
         exchange (each, an "Optional Exchange Date");

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


                                     32


<PAGE>


             (6)      adjustments  to the value of the proceeds of any  exchange
         based upon   required  prepayment of future expense  allocations and if
         provided for  in the applicable  Series Supplement the establishment of
         a reserve for any anticipated Extraordinary Trust Expenses.

             (b)  Unless    otherwise    provided   in  the  applicable   Series
Supplement,  no Certificate may be exchanged pursuant to the preceding paragraph
unless  the  Trustee has received at least  30 days  but  not more  than 45 days
prior to an Optional Exchange Date in  accordance  with  delivery   instructions
specified  in   the  applicable  Series Supplement (i) such Certificate with the
form entitled "Option to Elect Exchange" on the reverse thereof duly  completed,
or (ii) a telegram, telex, facsimile  transmission  or letter  from a  member of
a  national  securities  exchange or  the  National  Association  of  Securities
Dealers, Inc., the Depositary (in  accordance  with its normal  procedures) or a
commercial  bank or trust company in  the United States  setting forth the  name
of the  Holder  of  such  Certificate,  the  Stated Amount or Notional Amount of
such Certificate to be exchanged and the Certificate number or a description  of
the tenor and the terms of such  Certificate, a statement  that the  option   to
elect   exchange  is   being   exercised  thereby  and  an  assurance  that  the
Certificate  to  be  exchanged  with  the  form   entitled   "Option  to   Elect
Exchange" on  the  reverse of  the Certificate  duly  completed will be received
by  such Trustee not later than   five  Business  Days  after the   date of such
telegram, telex, facsimile  transmission or letter,  and  such   Certificate and
form duly completed  must be received  by such Trustee by such  fifth   Business
Day. Any tender  of a  Certificate  by the Holder  thereof for exchange shall be
irrevocable.  Unless  otherwise  provided in the  applicable Series  Supplement,
the exchange option may be  exercised  pursuant to this Section by the Holder of
a  Certificate  for  less  than the  Stated  Amount  or Notional Amount  of such
Certificate   as  long  as the   Stated Amount  or  Notional  Amount   remaining
Outstanding  after  such   exchange is an   authorized   denomination   and  all
other exchange  requirements set forth in  the  related  Series   Supplement are
satisfied.  Upon   such partial  exchange,  such Certificate shall be  cancelled
and  a  new  Certificate  or  Certificates for the  remaining   Stated Amount or
Notional Amount thereof shall be issued (which, in the case of any  Certificate,
shall be in the name of the  Holder  of such exchanged Certificate).
             (c)      Upon the  completion of  any such Optional  Exchange,  the
Trustee shall   give  prompt written  notice thereof to each Rating Agency.

                                  ARTICLE V

                               The Certificates

             Section  5.1. The Certificates.  The  Certificates  of  any  Series
(or  Class  within  such Series) will  be  issued  in fully   registered form as
Certificates  and shall be  substantially  in the   form  of the  exhibits  with
respect  thereto  attached to the applicable  Series  Supplement.  The aggregate
Stated Amount or Notional Amount of Certificates  which may be authenticated and
delivered under this Agreement is unlimited.

             The Certificates may be issued in one or more Series, each of which
Series may  be issued   in one or more   Classes,  with  such further particular
designations  added or  incorporated  in such title for the  Certificates of any
particular  Series or Class  within  such Series as the Board

                                     33


<PAGE>


of  Directors   may  determine. Each Certificate  shall  bear  upon its face the
designation so selected for  the  Series  and Class to  which it   belongs.  All
Certificates  of the same Series and Class  shall be  identical in all  respects
except for the denominations thereof.  All  Certificates  of all  Classes within
any one Series at any time Outstanding shall be identical except for differences
among the Certificates of the different  Classes within such Series specified in
the applicable Series Supplement. Except  as  otherwise  provided  in  a  Series
Supplement,   all Certificates of a particular  Series  (and all  Classes within
such Series) issued under this 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 this Agreement.

             Each  Series    (and  all   Classes    within   such   Series)   of
Certificates shall be created by a Series Supplement  authorized by the Board of
Directors and establishing the terms and provisions of such Series.  The several
Series may differ as between  Series and any Class may vary as between the other
Classes within any given Series in respect of any of the following matters:

             (1)  designation of such Series and Class;

             (2)  the dates on which or periods during which the Certificates of
         such Series and Class may be issued;

             (3)  the number of Classes,  the maximum Stated Amount or Notional
         Amount of Certificates   of each Class  that may  be  issued   and  any
         priorities  or subordination  among Classes of a Series with respect to
         distributions from the Trust;

             (4)  or each Class of Certificates,  the Pass Through Rate and, in
         the case of each Class  of Floating Rate Certificates, the  method  for
         calculating such Pass Through Rate;

             (5)  the terms of the Letter  of  Credit,  if any, or of the Surety
         Bond,  if any,  or  of  any other   Credit   Support  for  the  benefit
         of  the Certificateholders of such Series or Class or group of Classes;

             (6)  the places, if any, in addition to or instead of the Corporate
         Trust Office  of the Trustee  (in  the  case  of  Certificates),  where
         the principal of (and premium, if any) and interest  on Certificates of
         such Series and Class shall be distributable;

             (7)  the  authorized   denominations (if  other than  $100,000  and
         integral  multiples  of  $1,000 in excess thereof) with respect to such
         Series or Class;

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

             (9)  the types of Underlying  Securities  that will be  included in
         the Trust for  such   Series   and   the  manner  and   priorities   of
         allocating distributions with respect to  collections of principal (and
         premium, if any) and  interest  payments  allocable to such  Underlying
         Securities  among Holders  of  Certificates   of  different   Classes
         (including  whether the  Certificates  of any  such   Class   are to be
         entitled  to  receive principal  distributions  with

                                     34


<PAGE>


disproportionate, nominal or no interest distributions,or interest distributions
with disproportionate, nominal or no principal distributions, and, in each case,
the applicable terms thereof);

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

             (11)     the manner in which the Reserve Account,  if any, is to be
funded,  the  amount,  if any, to be  deposited  therein on the Closing Date and
the Requisite Reserve Amount, if any, for such Series or Class;

             (12)     the terms of any Guaranteed  Investment  Contract  sold as
part of the related Trust;

             (13)     the provisions,  if any, for the optional  exchange of the
Certificates of such Series by the Certificateholders  of such  Series  and  the
periods within  which or the dates on which,  and the terms and   conditions  on
which, such Certificates may be exchanged in whole or in  part for  a  pro  rata
portion of the Underlying Securities related to such Series;

             (14)     whether  the  Certificates  of such Series or Class are to
be issued as Discount  Certificates  and the  amount of  discount   with   which
such Certificates may be issued;

             (15)     whether  the  Certificates  of such Series or Class are to
be issued in whole or in part in the form of one or more Global Securities  and,
in such case, the  Depositary  for such Global  Security or  Securities and  the
terms and  conditions,  if any, upon which interests in such Global  Security or
Securities may be exchanged  in whole or in part for the individual Certificates
represented thereby;

             (16)     if other than Dollars, the Currency in which  Certificates
of such  Series or Class shall be denominated or in which  distributions  of the
principal of (and  premium,  if any) and  nterest on  such  Certificates may  be
made and any other terms concerning such payment;

             (17)     if the principal of (and premium,  if any) or interest  on
Certificates of such Series or Class are to be distributable, at the election of
the Depositor or a Holder  thereof,  in a Currency other than that in which such
Certificates  are  denominated  or  distributable   without  such election,  the
periods within which and the terms and  conditions  upon which   such   election
may be made  and the  time  and  the  manner  of determining  the exchange  rate
between the Currency in which such Certificates are denominated or distributable
without such election and the  Currency in  which such   Certificates  are to be
distributed if such election is made;

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

             (19)     provisions   with   respect   to the  terms  for which the
definitions  set forth in  Article  I permit or  require  further  specification
in the related Series Supplement, including:

                                     35


<PAGE>


                      (a)      "Accounting Date";
                      (b)      "Accreted Amount";
                      (c)      "Administrative Agent";
                      (d)      "Administrative Fee";
                      (e)      "Available Funds";
                      (f)      "Basic Documents";
                      (g)      "Calculation Agent";
                      (h)      "Call Premium Percentage";
                      (i)      "Closing Date";
                      (j)      "Collection Period";
                      (k)      "Corporate Trust Office";
                      (l)      "Credit Support";
                      (m)      "Credit Support Instrument";
                      (n)      "Credit Support Provider";
                      (o)      "Cut-off Date";
                      (p)      "Depositary";
                      (q)      "Depository Agreement";
                      (r)      "Discount Certificates";
                      (s)      "Distribution Date";
                      (t)      "Event of Default";
                      (u)      "Extraordinary Trust Expense";
                      (v)      "Final Scheduled Distribution Date";
                      (w)      "Fixed Pass Through Rate";
                      (x)      "Floating Pass Through Rate";
                      (y)      "Floating Rate Certificate";
                      (z)      "Global Securities";
                      (aa)     "Guaranteed Investment Contract";
                      (bb)     "Letter of Credit";
                      (cc)     "Limited Guarantor";
                      (dd)     "Limited Guaranty";
                      (ee)     "Notional Amount";
                      (ff)     "Optional Exchange Date";
                      (gg)     "Pass Through Rate";
                      (hh)     "Permitted Investments";
                      (ii)     "Place of Distribution";
                      (jj)     "Purchase Price";
                      (kk)     "Qualified Substitute Underlying Security";
                      (ll)     "Rating Agency";
                      (mm)     "Rating Agency Condition";
                      (nn)     "Record Date";
                      (oo)     "Required Interest";
                      (pp)     "Required Premium";
                      (qq)     "Required Principal";
                      (rr)     "Required Percentage";
                      (ss)     "Required Rating";
                      (tt)     "Requisite Reserve Amount";

                                     36


<PAGE>


                      (uu)     "Retained Interest";
                      (vv)     "Scheduled Final Distribution Date";
                      (ww)     "Specified Currency";
                      (xx)     "Surety Bond";
                      (yy)     "Underlying Security Provider";
                      (zz)     "Underlying Security Purchase Agreement";
                      (aaa)    "Underlying Securities";
                      (bbb)    "Underlying Securities Issuer";
                      (ccc)    "Underlying Securities Schedule";
                      (ddd)    "Trust";
                      (eee)    "Trustee";
                      (fff)    "Trust Termination Event";
                      (ggg)    "Voting Rights";

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

             (21)     any  restrictions   on   the  sale  and  transfer  of  the
Certificates, including  restrictions   arising  out of the Employee  Retirement
Income Security Act of 1974, as amended, or the Code; and

             (22)     any  other  provisions  expressing  or  referring  to  the
terms  and  conditions  upon which the  Certificates of such Series or Class are
to be issued under this  Agreement  that do not prevent such  Certificates  from
receiving the Required Rating.

             In   the   absence  of any  specification  pursuant to this Section
5.1 with respect to Certificates of any Series,  the Certificates of such Series
shall be issuable only as Certificates in  denominations  of $25 and in integral
multiples thereof and shall be payable only in Dollars.

             A   different   Trustee   and   an   Administrative  Agent  may  be
appointed by the Depositor for each Series of Certificates prior to the issuance
of such Series provided that the Rating Agency  Condition is met. If the initial
Trustee is to be other than U.S. Bank National Association, or there is to be an
Administrative  Agent,  then  such  Series  Supplement  shall  provide  for  the
appointment of such Trustee or such Administrative Agent or both, as applicable,
of such Series and shall add or change any of the  provisions of this  Agreement
as shall be necessary to provide for or  facilitate  the  administration  of the
trusts  hereunder and of the Underlying  Securities;  it being  understood  that
nothing  contained  herein or in such Series  Supplement  shall  constitute  the
Trustees  for  different  Series  as  co-trustees  for the  same  Series  or the
administrative  agents for different Series as co-administrative  agents for the
same  Series,  and that each  Trustee  shall be a  trustee  of a trust or trusts
separate and apart from any trust or trusts hereunder of any other Trustee,  and
that  each  Administrative  Agent  shall be an  administrative  agent of a Trust
separate  and apart  from any other  Trust.  Upon final  appointment  of any new
Trustee or  Administrative  Agent,  the Trustee  shall  provide a notice of such
appointment  to each  Rating  Agency  not  later  than 15  days  following  such
appointment.

             Section  5.2.  Execution,   Authentication  and  Delivery.  (a) The
Certificates shall  be executed by an authorized  signatory of the Trustee.  The
signature of any of these signatories

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<PAGE>


may be  manual  or facsimile. Certificates  bearing  the  manual  or   facsimile
signature  of  individuals  who  were  at  any  time  the authorized signatories
of  the  Trustee  shall  be  binding,   notwithstanding  that  such  individuals
or any of them  have  ceased  to hold  such  offices prior to the authentication
and delivery of such  Certificates or  did not hold such offices at the date  of
such Certificates.

             (b)  Each Certificate shall  be  dated as  of the later of the date
specified in the related Series Supplement and the date of its authentication.

             (c)  No   Certificate   shall be entitled to any benefit under this
Agreement or be valid or obligatory for  any purpose,  unless  there  appears on
such Certificate a  certificate of authentication executed by the Trustee by the
manual signature of  one of its  authorized  signatories,  and such  certificate
upon any Certificate shall be conclusive evidence,  and the only evidence,  that
such Certificate has  been  duly  authenticated  and  delivered   hereunder  and
is entitled to the benefits of this Agreement.

             Section 5.3.  Temporary  Certificates. Pending the  preparation  of
Definitive  Certificates  of  any  Series (or Class  within such  Series),  upon
receipt  of  a  Depositor  Order,  the  Trustee  shall execute, authenticate and
deliver  temporary Certificates  which are printed,  lithographed,  typewritten,
mimeographed  or   otherwise   produced,  in   any   authorized    denomination,
substantially of the tenor of the Definitive  Certificates in lieu of which they
are issued,  in registered form and with such appropriate insertions, omissions,
substitutions and other variations as may be authorized by such Depositor Order.
Any such  temporary  Certificate  may   be in  global  form,  representing   all
or a  portion  of the Outstanding    Certificates   of  such  Series  or  Class.
Every  such temporary Certificate shall be executed, authenticated and delivered
by the Trustee upon the same conditions  and in  substantially  the same manner,
and  with  the  same  effect,   as  the   Definitive   Certificate or Definitive
Certificates  in lieu of which it is issued.

             If  temporary   Certificates  of  any  Series (or Class within such
Series) are issued,  the Depositor will cause  Definitive  Certificates  of such
Series  or Class to be  prepared  without  unreasonable  delay and (a) after the
preparation of Definitive  Certificates  of such Series or Class,  the temporary
Certificates  of such  Series  or Class  shall be  exchangeable  for  Definitive
Certificates   of  such  Series  or  Class  upon   surrender  of  the  temporary
Certificates  of such Series or Class at the office of the Trustee in a Place of
Distribution for such Series or Class,  without charge to the Holder,  except as
provided in Section 5.4 in connection with a transfer and (b) upon surrender for
cancellation  of any one or more temporary  Certificates  of any Series or Class
within  such  Series the  Trustee  shall  execute,  authenticate  and deliver in
exchange therefor Definitive  Certificates with a like Stated Amount or Notional
Amount,  as  applicable,  of the same Series (or Class  within  such  Series) of
authorized  denominations  and of like  tenor.  Until  so  exchanged,  temporary
Certificates  of any Series (or Class within such Series)  shall in all respects
be entitled to the same benefits under this Agreement as Definitive Certificates
of such Series or Class,  except as otherwise specified in the applicable Series
Supplement  with  respect to the  payment of interest  on Global  Securities  in
temporary form.

             Upon  any  exchange  of  a  portion of a temporary  Global Security
for a definitive Global Security or for the individual  Definitive  Certificates
represented  thereby  pursuant to this Section 5.3 or Section 5.4, the temporary
Global Security shall be endorsed by the Trustee to

                                     38


<PAGE>


reflect  the  reduction  of  the  aggregate  Stated  Amount  or Notional Amount,
as applicable,  evidenced  thereby,  whereupon  the  aggregate  Stated Amount or
Notional Amount, as applicable, of such  temporary   Global   Security  shall be
reduced for all  purposes by the amount so exchanged and endorsed.

             Section 5.4.  Registration;    Registration   of   Transfer     and
Exchange.  The Trustee shall cause to be kept a  register  for  each  Series  of
Certificates (the registers maintained  in such office  and  in any other office
or agency of the  Trustee in a  Place  of  Distribution  being herein  sometimes
collectively   referred  to  as the "Certificate  Register") in which a transfer
agent and registrar  ( which may be  the Trustee) (the  "Certificate Registrar")
shall  provide for  the  registration of  Certificates  and the  registration of
transfers  and  exchanges of  Certificates.   The  Trustee  is  hereby initially
appointed  Certificate Registrar for the purpose  of   registering  Certificates
and transfers and  exchanges of  Certificates  as  herein   provided;  provided,
however,  that the Trustee may appoint one or more  co-Certificate   Registrars.
Upon  any  resignation  of  any Certificate  Registrar,  the   Depositor   shall
promptly  appoint a  successor  or, in the absence of such  appointment,  assume
the duties of Certificate Registrar.

             If  a   Person   other   than   the  Trustee  is  appointed  by the
Depositor as Certificate  Registrar,  the Depositor will give the Trustee prompt
written  notice  of  the  appointment  of a  Certificate  Registrar  and  of the
location,  and any change in the location, of the Certificate Register,  and the
Trustee  shall have the right to rely upon a  certificate  executed on behalf of
the  Certificate  Registrar by an Executive  Officer thereof as to the names and
addresses  of the  Holders of the  Certificates  and the  principal  amounts and
numbers of such Certificates.

             Upon  surrender  for  registration  of  transfer of any Certificate
of any  Series  (or Class  within  such  Series)  at the office or agency of the
Trustee,  if the requirements of Section 8-401(a) of the Uniform Commercial Code
are met to the Depositor's satisfaction, the Trustee shall execute, authenticate
and deliver,  in the name of the designated  transferee or  transferees,  one or
more new Certificates of any authorized  denominations,  of a like Series, Class
and aggregate Stated Amount or Notional Amount, as applicable.

             Notwithstanding   any  other   provision  of  this Section,  unless
and until it is  exchanged in whole or in part for the  individual  Certificates
represented  thereby,  a Global  Security  representing  all or a portion of the
Certificates  of a Series (or Class within such  Series) may not be  transferred
except as a whole by the  Depositary  for such  Series or Class to a nominee  of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee  of such  Depositary  or by such  Depositary  or any such  nominee  to a
successor  Depositary  for such  Series or Class or a nominee of such  successor
Depositary.

             At  the  option  of  the   Holder,   Certificates of any Series (or
Class within such  Series)  (other than a Global  Security,  except as set forth
below) may be exchanged  for other  Certificates  of the same Series or Class of
any authorized  denomination or denominations of like tenor and aggregate Stated
Amount or Notional Amount, as applicable,  upon surrender of the Certificates to
be exchanged at the office or agency of the Trustee maintained for such purpose.

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<PAGE>


             Whenever   any   Certificates  are so surrendered for exchange, the
Trustee shall execute, authenticate and deliver the Certificates that the Holder
making the exchange is entitled to receive.

             If  at  any  time  the  Depositary for the Certificates of a Series
(or Class within such Series)  notifies  the  Depositor  that it is unwilling or
unable to continue as Depositary for the Certificates of such Series or Class or
if at any time the Depositary for the Certificates of such Series or Class shall
no longer be eligible  under  Section  5.9(b),  the  Depositor  shall  appoint a
successor  Depositary with respect to the  Certificates of such Series or Class.
If a successor  Depositary for the  Certificates  of such Series or Class is not
appointed by the  Depositor  within 90 days after the  Depositor  receives  such
notice or becomes aware of such ineligibility, the Depositor's election pursuant
to Section 5.1 shall no longer be effective with respect to the  Certificates of
such Series or Class and the Trustee,  upon receipt of a Depositor Order for the
authentication and delivery of individual  Certificates of such Series or Class,
will execute, authenticate and deliver individual Certificates of such Series or
Class in an aggregate Stated Amount or Notional Amount, as applicable,  equal to
the aggregate  Stated Amount or Notional  Amount,  as applicable,  of the Global
Security  or  Securities  representing  Certificates  of such Series or Class in
exchange for such Global Security or Securities.

             The   Depositor   may  at  any   time  and in its  sole  discretion
determine  that  individual  Certificates  of any Series (or Class  within  such
Series) issued in the form of one or more Global  Securities  shall no longer be
represented by such Global  Security or  Securities.  In such event the Trustee,
upon  receipt  of a  Depositor  Order for the  authentication  and  delivery  of
individual Certificates of such Series or Class, shall execute, authenticate and
deliver,  individual Certificates of such Series or Class in an aggregate Stated
Amount or Notional Amount,  as applicable,  equal to the aggregate Stated Amount
or  Notional  Amount,  as  applicable,  of the  Global  Security  or  Securities
representing  Certificates  of such Series or Class in exchange  for such Global
Security or Securities.

             If   specified   by  the   Depositor   pursuant to Section 5.1 with
respect  to a  Series  (or  Class  within  such  Series)  of  Certificates,  the
Depositary  for such Series may  surrender a Global  Security for such Series or
Class in exchange in whole or in part for individual Certificates of such Series
or Class on such terms as are  acceptable to the Depositor and such  Depositary.
Thereupon,  the  Trustee,  upon  receipt of a Depositor  Order,  shall  execute,
authenticate and deliver, without service charge,

             (i)      to  each Person   specified  by  such   Depositary  a  new
         individual Certificate or Certificates  of the  same Series  or  Class,
         of any authorized  denomination  as  requested  by such  Person  in  an
         aggregate Stated Amount or Notional Amount, as applicable, equal to and
         in  exchange  for  such  Person's  beneficial  interest  in  the Global
         Security; and

             (ii)     to such Depositary a new Global Security in a denomination
         equal to the difference, if  any, between the aggregate   Stated Amount
         or Notional Amount, as applicable, of the surrendered Global   Security
         and  the aggregate Stated Amount or Notional Amount, as applicable,  of
         individual Certificates delivered to Holders thereof.

                                     40


<PAGE>


             In  any   exchange   provided  for  in any of the  preceding  three
paragraphs,  the  Trustee,  upon  receipt of a Depositor  Order,  will  execute,
authenticate  and  deliver   individual   Certificates  in  registered  form  in
authorized denominations.

             Upon   the   exchange   of   a   Global   Security  for  individual
Certificates, such Global Security shall be cancelled by the Trustee. Individual
Certificates  issued in exchange for a Global Security  pursuant to this Section
5.4 shall be registered in such names and in such  authorized  denominations  as
the  Depositary  for such Global  Security,  pursuant to  instructions  from its
Participants,  any  indirect  participants  or  otherwise,  shall  instruct  the
Trustee.  The Trustee  shall deliver such  Certificates  to the Persons in whose
names such Certificates are so registered.

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

             Every  Certificate  presented  or  surrendered  for registration of
transfer or exchange shall (if so required by the Depositor,  the Trustee or the
Certificate  Registrar)  be  duly  endorsed,  or  be  accompanied  by a  written
instrument of transfer in form  satisfactory  to the Depositor,  the Trustee and
the Certificate Registrar,  duly executed, by the Holder thereof or his attorney
duly authorized in writing,  with such signature  guaranteed by a brokerage firm
or financial  institution  that is a member of a Securities  Approved  Medallion
Program such as Securities  Transfer Agents  Medallion  Program  (STAMP),  Stock
Exchange  Medallion  Program  (SEMP) or New York Stock  Exchange Inc.  Medallion
Signature Program (MSP).

             No   service    charge   shall   be   made  to  a  Holder  for  any
registration  of transfer or exchange of  Certificates,  but the  Depositor  may
require  payment  of a sum  sufficient  to cover  any tax or other  governmental
charge that may be imposed in connection  with any  registration  of transfer or
exchange  of  Certificates,  other than  exchanges  pursuant  to Section 5.3 not
involving any transfer.

             Section 5.5.   Mutilated,     Destroyed,    Lost    and      Stolen
Certificates.  If (i) any mutilated Certificate  is  surrendered  to the Trustee
at its  Corporate  Trust Office   (in the case of   Certificates)   or  (ii) the
Depositor   and  the  Trustee  receive  evidence  to  their  satisfaction of the
destruction,  loss or theft of any Certificate,  and there is  delivered  to the
Depositor  and the  Trustee  such security  or indemnity  as they may require to
hold each of them and any Paying  Agent harmless,  and neither the Depositor nor
the Trustee  receives notice that  such  Certificate has been acquired by a bona
fide purchaser,  then the Trustee, upon receipt  of  a  Depositor  Order,  shall
execute,  authenticate and deliver,  in  exchange   for or in lieu  of any  such
mutilated,  destroyed,  lost  or  stolen  Certificate  a new  Certificate of the
same Series and Class of like tenor,  form,  terms and principal amount, bearing
a number not contemporaneously Outstanding.

             Upon  the  issuance  of  any  new  Certificate  under this Section,
the  Depositor  may require the payment of a sum  sufficient to cover any tax or
other  governmental  charge that may be imposed in respect thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                                     41


<PAGE>


             Every  new   Certificate  of  any  Series or Class issued  pursuant
to this Section shall constitute complete and indefeasible evidence of ownership
in the Trust  related  to such  Series,  whether or not the  destroyed,  lost or
stolen  Certificate  shall be at any time  enforceable  by anyone,  and shall be
entitled to all the benefits of this Agreement equally and proportionately  with
any and all other Certificates of that Series or Class duly issued hereunder.

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

             Section 5.6.   Distribution   of   Interest;    Interest     Rights
Preserved.  (a) Interest  on any  Certificate  that is payable and is punctually
paid or duly provided for on any  Distribution  Date shall be distributed to the
Person in whose name such  Certificate (or one or more Predecessor Certificates)
is  registered  at  the  close  of   business   on  the  related   Record   Date
notwithstanding  the  cancellation  of  such Certificate upon  any  transfer  or
exchange  subsequent  to such  related  Record  Date.   The    distribution   of
interest  on  Certificates  shall be  made at the Corporate Trust Office (except
as otherwise  specified  pursuant to Section 5.1)  or,  at  the  option  of  the
Trustee,  by check mailed to the address of the Person  entitled thereto as such
address shall appear in the Certificate Register or, if  provided   pursuant  to
Section  5.1 and  in  accordance  with arrangements satisfactory to the Trustee,
at the option of the Holder by wire transfer to an  account  designated  by  the
Holder.

             (b)  Subject to the foregoing  provisions of this Section 5.6, each
Certificate delivered under this Agreement upon transfer  of or in exchange  for
or in lieu of any  other   Certificate   shall  carry  the  rights  to  interest
accrued  and  undistributed,  and  to  accrue,  that  were carried by such other
Certificate.

             (c)  All  computations   of  interest   due  with   respect  to any
Certificate  of any  Series or Class  within  such   Series  shall  be  made  as
specified in the Series Supplement applicable to that particular Series or Class
of Certificates.

             (d)  With  respect   to  any  computations  or  calculations  to be
made   under   this  Agreement,  the  applicable   Series   Supplement  and  the
Certificates,  except as otherwise  provided,   (i) all   percentages  resulting
from any  calculation  of  accrued  interest  will  be  rounded,   if necessary,
to the nearest 1/100,000 of 1%  (.0000001),   with  five   one-millionths  of  a
percentage point rounded upward, and  (ii) all  currency amounts will be rounded
to the nearest  one-hundredth  of  a unit  (with .005  of a  unit  being rounded
upward).

             (e)  Notwithstanding   any other provisions in this Agreement,  the
right of the Holder of any Certificate to receive  any of the payments described
above in this Section 5.6, and to institute suit for the enforcement of any such
payment on or after the date such  payment  is  payable,  shall not be  impaired
without  the consent of such Holder.

             Section  5.7.   Persons   Deemed   Owners.   The   Depositor,   the
Trustee  and  the  Administrative Agent, if any, and any agent of the Depositor,
the Trustee or the  Administrative  Agent, if any, may treat the Person in whose
name any Certificate  is  registered  as the owner of such  Certificate  for the
purpose of   receiving  distributions  of  principal  of  (and  premium, if any)

                                     42


<PAGE>


and (subject to Section 5.6) interest, if any, on such  Certificate  and for all
other purposes  whatsoever,  whether  or not such  Certificate  be overdue,  and
neither  the  Depositor, the Trustee, the Administrative  Agent, if any, nor any
agent of the Depositor,  the Trustee nor the Administrative Agent, if any, shall
be affected by notice to the  contrary.  All  distributions  made to any Holder,
or upon his order,  shall be valid,  and, to the extent of the sum or sums paid,
effectual  to satisfy  and discharge the liability for moneys distributable upon
such Certificate.

             None  of  the  Depositor,  the  Trustee,  the Administrative Agent,
if any, or any of their agents will have any responsibility or liability for any
aspect of the records relating to or distributions made on account of beneficial
ownership  interests in a Global  Security or for  maintaining,  supervising  or
reviewing any records relating to such beneficial ownership interests.

             In   connection   with  any  notice  or other  communication  to be
provided to Holders  pursuant to this  Agreement  by the Trustee with respect to
any consent or other action to be taken by Holders,  the Trustee shall establish
a record  date for  such  consent  or  other  action  and in the case of  Global
Certificates,  give the  Depositary  notice of such record date not less than 15
calendar days in advance of such record date to the extent possible. Such record
date shall be the later of thirty (30) days prior to the first  solicitation  of
such  consent  or other  action or the date of the most  recent  list of Holders
furnished to the Trustee pursuant to Section 3.19 hereof.

             Section 5.8. Cancellation.  Unless   otherwise  specified  pursuant
to Section 5.1 for  Certificates  of any Series,  all  Certificates  surrendered
for  payment,  redemption,  transfer or exchange shall, if  surrendered  to  any
Person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. No  Certificates   shall   be  authenticated  in  lieu of or in
exchange  for any Certificates cancelled  as provided  in this  Section,  except
as  expressly permitted by this Agreement.

             Section 5.9. Global  Securities.  (a)   If   the  Series Supplement
pursuant to Section 5.1 provides that  a Series (or Class within such Series) of
Certificates  shall  be  represented  by one or more Global Securities, then the
Trustee shall execute, authenticate and deliver one  or  more Global  Securities
that (i) shall represent  an aggregate initial Stated Amount or Notional Amount,
as applicable,  equalto the aggregate  initial Stated Amount or Notional Amount,
as applicable,  of the Certificates of such  Series or  Class to be  represented
by such one or more Global Securities, (ii) shall be registered,  in the name of
the Depositary for  such Global  Security or  Securities  or the nominee of such
Depositary,  (iii) shall be  delivered  by the  Trustee  to such  Depositary  or
pursuant  to such  Depositary's   instruction   and  (iv)   shall  bear a legend
substantially  to the  following  effect:   "Unless  and  until  it is exchanged
in whole or in part for the individual  Certificates  represented  hereby,  this
Global  Security may not be transferred  except as a whole by the  Depositary to
a nominee  of  the Depositary  or by a nominee  of  the  Depositary  or  by  the
Depositary or any such nominee to a  successor  Depositary  or a nominee of such
successor Depositary."

             No   Holder   of  a   Certificate   of such  Series  or Class  will
receive a Definitive  Certificate  representing  such Holder's  interest in such
Certificate  or  Certificates,  except as provided in Section  5.11.  Unless and
until definitive,  fully registered Certificates (the "Definitive Certificates")
have been issued to Holders of such Series or Class pursuant to Section 5.11:

                                     43


<PAGE>


             (i)      the  provisions of this Section 5.9 shall be in full force
         and effect;

             (ii)     the  Certificate  Registrar  and  the  Trustee   shall  be
         entitled to  deal   with  the  Depositary   for  all  purposes  of this
         Agreement (including the distribution  of principal of and premium,  if
         any, and interest on the Certificates and the giving of instructions or
         directions  hereunder) as the sole  Holder  of  the   Certificates   of
         such Series or  Class, and shall have no obligation to the  owners   of
         beneficial interests  in  such  Series  or  Class  (collectively,   the
         "Certificate Owners");

             (iii)    to  the  extent  that  the  provisions of this Section 5.9
         conflict with any other provisions of this Agreement, the provisions of
         this Section 5.9 shall control;

             (iv)     the  rights  of  Certificate   Owners  of  such  Series or
         Class shall be  exercised  only  through  the  Depositary  and shall be
         limited to those  established  by  law  and  agreements   between  such
         Certificate Owners and the Depositary or its Participants; and

             (v)      whenever this Agreement  requires or permits actions to be
         taken based upon instructions or  directions of Holders of Certificates
         of such Series or Class evidencing   a  specified   percentage   of the
         aggregate Voting Rights of such Series or Class,  the Depositary  shall
         be deemed to represent  such  percentage only to the extent that it has
         received instructions to such effect from  Certificate   Owners of such
         Series or Class or Participants in  such  Depositary's   system  owning
         or    representing,   respectively,   such  required  percentage of the
         beneficial interest in  the  Certificates of such Series or  Class  and
         has delivered such instructions to the Trustee.

             (b)  Each Depositary designated  pursuant  to  Section  5.1  for  a
Global  Security  in registered form must, at the time of its designation and at
all times while it serves as such Depositary,  be  a clearing agency  registered
under the Exchange Act and any other applicable statute or regulation.

             Section 5.10. Notices  to  Depositary.  Whenever  a notice or other
communication to the Holders of a Series or Class within such Series represented
by one or more  Global  Securities is required under this Agreement,  unless and
until Definitive Certificates for such Series or Class shall have been issued to
such Certificate Owners  pursuant to Section  5.11,  the Trustee  shall give all
such notices and communications  specified  herein to be given to Holders of the
Certificates of such Series to the  Depositary,  and shall have no obligation to
the Certificate Owners.

             Section  5.11.  Definitive  Certificates. If in respect of a Series
(or Class within  such  Series) represented  by one or  more  Global  Securities
(i) the Depositor advises  the  Trustee in  writing  that the  Depositary  is no
longer willing or able to properly discharge its  responsibilities  with respect
to the  Certificates   of such  Series or Class and the  Depositor  is unable to
locate a  qualified   successor,  (ii) the  Depositor at its option  advises the
Trustee in writing that it elects to terminate  the  book-entry  system for such
Series or  Class  through  the Depositary  or  (iii)  after the occurrence of an
Administrative  Agent  Termination  Event,   Certificate   Owners   representing
beneficial   interests   aggregating   at   least   a   majority  (or such other

                                     44


<PAGE>


Required  Percentage--Definitive  Certificates that may be specified in a Series
Supplement) of the Voting Rights  of  the  Certificates  of such Series or Class
advise   the  Depositary  in writing  that  the  continuation  of  a  book-entry
system for such Series or Class through  the Depositary is no longer in the best
interests of the Certificate Owners of such Series or Class, then the Depositary
shall notify all Certificate Owners or Participants in the Depositary's   system
with respect to such Series or Class and the    Trustee   of the  occurrence  of
any such event and of the  availability  of   Definitive   Certificates for such
Series or Class to Certificate  Owners of such Series  or Class  requesting  the
same. Upon surrender to the Trustee of the Global Securities of such  Series  or
Class  by  the   Depositary,   accompanied  by  registration  instructions,  the
Trustee  shall  execute and  authenticate  the Definitive Certificates  of  such
Series  or  Class in  accordance  with  the instructions of the Depositary. None
of the Depositor, the Certificate Registrar  or the Trustee  shall be liable for
any delay in  delivery of such  instructions and may conclusively  rely on,  and
shall be  protected  in  relying  on,  such  instructions.  Upon the issuance of
Definitive Certificates of such Series or Class, the Trustee shall recognize the
holders of the Definitive Certificates of such Series or Class as Holders.

             Section 5.12. Currency of Distributions in Respect of Certificates.


             (a)  Except as otherwise   specified   pursuant  to Section 5.1 for
Certificates of  any  Series (or Class within such Series), distributions of the
principal of (and premium, if any) and interest on  Certificates  of such Series
or Class will be made in Dollars.

             (b)  For  purposes of any  provision  of the  Agreement  where  the
Holders  of  Outstanding  Certificates  may  perform an act that  requires  that
a  specified  percentage  of the  aggregate  Voting  Rights of the  Certificates
of  all  Series  perform  such  act  and  for  purposes  of  any   decision   or
determination  by  the  Trustee  of  amounts  due  and  not  distributed for the
principal  of  (and  premium,  if  any)  and interest on the Certificates of all
Series in respect of which moneys are to be disbursed ratably,  the principal of
(and premium, if any) or notional  amount   of,  as  applicable,   and  interest
on  the  Outstanding  Certificates  denominated  in a Foreign  Currency  will be
the   amount in  Dollars  based upon exchange  rates,  determined  as  specified
pursuant to Section 5.1 for Certificates of such Series,  as  of  the  date  for
determining  whether the Holders entitled to perform  such  act  have  performed
it or as of the  date of such  decision  or determination by the Trustee, as the
case may be.

             (c)  With respect  to  Certificates  of any Series (or Class within
such Series), any decision or determination to be made regarding  exchange rates
shall be made by an  Exchange Rate  Agent appointed by the  Depositor;  provided
that such Exchange Rate Agent shall accept such  appointment  in writing and the
terms  of  such appointment shall be acceptable to the Trustee and shall, in the
opinion of the Depositor at the time of such appointment,  require such Exchange
Rate Agent  to make such  determination  by a method  consistent with the method
provided in  the    applicable   Series   Supplement  for  the  making  of  such
decision  or determination. All decisions and   determinations  of such Exchange
Rate Agent regarding  exchange  rates shall be in its sole discretion and shall,
in the absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Depositor,  the Trustee and all Holders of the  Certificates of
such Series or Class.

                                     45


<PAGE>


             (d)  If distributions  in respect of a Certificate  are required to
be  made  in  a Specified   Currency  other  than  Dollars  and such currency is
unavailable  due to  the  imposition  of exchange controls or other circumstance
beyond the control of the Trustee,  the  Administrative  Agent,  if any, and the
Depositor or is no longer  used  by  the government of the country  issuing such
Specified   Currency  or  is  no  longer  commonly  used  for  the settlement of
transactions by public  institutions  of  or within  the  international  banking
community,  then all distributions in respect of such Certificate  shall be made
in  Dollars  until  such  Specified Currency  is  again  so used  in the  manner
specified  in the  related  Series Supplement.

             Section  5.13.   Conditions   of  Authentication  and  Delivery  of
New  Series. Certificates  of a new  Series  may be  issued at any time and from
time to time  after  the execution and delivery of this  Agreement.  The Trustee
shall execute,  authenticate  and deliver  such  Certificates  upon a  Depositor
Order and upon delivery by the Depositor to the Trustee of the following:

             (1)      Board Resolution.  A Board  Resolution  (or  action  by  a
                      Person   authorized  by  Board  Resolution)   authorizing
                      the   execution,    authentication   and delivery  of  the
                      Certificates  and  specifying  the Series,    the  Classes
                      within   such   Series   and   their    respective   Final
                      Scheduled    Distribution    Dates,   priorities   as   to
                      distributions of principal, premium (if any) and interest,
                      aggregate initial  Stated  Amounts and  Notional  Amounts,
                      if any, and Pass Through  Rates  of, if  any,  each  Class
                      of  such  Series  of   Certificates   to  be authenticated
                      and delivered and the method of calculation thereof.

             (2)      Series  Supplement.  A Series  Supplement  consistent with
                      the  applicable  provisions of this Agreement, accompanied
                      by a Board  Resolution  (or  action by a Person authorized
                      by Board  Resolution)  authorizing such Series  Supplement
                      (and, in the case of the first  Series to be authenticated
                      and delivered  hereunder, authorizing this Agreement).

             (3)      Certificates of the Depositor.

                      (a)     An  Officer's Certificate of the Depositor,  dated
                              as of the Closing  Date,  to the  effect  that the
                              Depositor  is not in  breach of this Agreement and
                              that the  issuance  of  the Certificates   applied
                              for  will not  result in any  breach of any of the
                              terms, conditions, or provisions of, or constitute
                              a default under,  the  Depositor's Certificate  of
                              Incorporation   or   bylaws,  or  any   indenture,
                              mortgage,  deed of transfer or other  agreement or
                              instrument to which the Depositor is a party or by
                              which it or its property is bound   or  any  order
                              of  any  court  or administrative  agency  entered
                              in  any  Proceeding  to  which  the Depositor is a
                              party or by which it or its property may be  bound
                              or to  which it or its property may be subject.

                      (b)     An Officer's  Certificate of the Depositor,  dated
                              as of the  Closing  Date,   to  the  effect   that
                              attached  thereto  are  true and correct copies of
                              letters signed by  each  Rating  Agency  (or other
                              evidence satisfactory

                                     46


<PAGE>


                              to the Trustee) and confirming that   the  related
                              Certificates have received the Required Rating.

             (4)      Requirements  of  Series  Supplement.   Such  other funds,
                      accounts, documents, certificates, agreements, instruments
                      or opinions as may be  required by the terms of the Series
                      Supplement creating such Series.

             If  all   the   Certificates   of a Series are not to be originally
issued at the same time, then the documents required to be delivered pursuant to
this  Section  5.13  must  be  delivered  only  once,  prior  to the  execution,
authentication  and delivery of the first Certificate of such Series;  provided,
however,  that any  subsequent  Depositor  Order to the  Trustee to execute  and
authenticate Certificates of such Series upon original issuance shall constitute
a  representation  and warranty by the  Depositor  that,  as of the date of such
request, the statements made in the Officer's Certificates delivered pursuant to
this Section 5.13 shall be true and correct as if made on such date.

             Section 5.14.  Appointment of Paying Agent. The Trustee may appoint
one or  more paying agents (each,  a  "Paying   Agent")  with  respect  to   the
Certificates of any Series. Any such Paying  Agent shall be  authorized  to make
distributions  to Certificateholders of such Series from the Certificate Account
for such Series  pursuant to the provisions of the applicable  Series Supplement
and shall report the amounts of such  distributions  to the Trustee.  Any Paying
Agent shall have the  revocable  power to withdraw  funds from such  Certificate
Account for the purpose of making the  distributions   referred  to  above.  The
Trustee may revoke  such  power and  remove  the Paying   Agent  if the  Trustee
determines  in its sole  discretion  that the Paying  Agent shall have failed to
perform its  obligations  under this  Agreement in  any  material  respect.  The
Paying Agent shall initially be the Trustee and  any co-paying  agent  chosen by
the Depositor and acceptable to  the Trustee,  including,  if and so long as any
Series or Class within such Series is listed on the  Luxembourg  Stock  Exchange
and such  exchange so requires,  a  co-paying   agent in  Luxembourg  or another
European city. Any Paying Agent shall be permitted  to  resign  as  Paying Agent
upon 30 days' notice to the Trustee.  In  the  event that the  Trustee  shall no
longer  be the Paying  Agent,  the  Trustee  shall   appoint  a   successor   or
additional  Paying Agent.  The Trustee shall cause each   successor   to  act as
Paying Agent to execute and deliver to the Trustee an  instrument  in which such
successor or additional  Paying Agent shall agree with the  Trustee  that (i) it
will    hold   all  sums,  if   any,  held   by   it  for  distribution  to  the
Certificateholders in trust for the  benefit of the  Certificateholders entitled
thereto until such sums shall be distributed to such Certificateholders and (ii)
it will give the Trustee notice of any  default by any obligor on the applicable
Series of Certificates or on the Underlying  Securities.  The Paying Agent shall
return  all   unclaimed   funds to the Trustee and upon   removal   shall   also
return  all  funds  in  its   possession   to the  Trustee.  The  provisions  of
Sections  8.1, 8.2, 8.3, 8.5 and 8.9 shall apply to the Trustee also in its role
as Paying  Agent,  for so long as the  Trustee  shall act as Paying  Agent.  Any
reference  in this  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  5.14  shall not  release  the  Trustee  from the  duties,  obligations,
responsibilities  or liabilities  arising under this  Agreement  other than with
respect to funds paid to such Paying Agent.

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             Section  5.15.  Authenticating  Agent.  (a) The Trustee may appoint
one or more Authenticating Agents (each, an "Authenticating Agent") with respect
to the Certificates  of any Series  which shall be  authorized  to act on behalf
of  the  Trustee   in   authenticating  such Certificates in connection with the
issuance,  delivery   and   registration  of  transfer  or  exchange  of    such
Certificates. Whenever reference is made in this Agreement to the authentication
of Certificates by the  Trustee  or the Trustee's certificate of authentication,
such reference shall be  deemed  to  include  authentication  on  behalf  of the
Trustee by an Authenticating Agent and a certificate of authentication  executed
on behalf of the Trustee by an Authenticating Agent. Each  Authenticating  Agent
must be acceptable to the  Depositor  and  the  Administrative  Agent,  if  any.
Notwithstanding  anything contained  herein to the contrary,  the appointment of
an  Authenticating  Agent pursuant to this  Section  5.15 shall not  release the
Trustee  from the duties, obligations, responsibilities  or  liabilities arising
under this Agreement.

             (b)  Any institution succeeding to the  corporate  agency  business
of any Authenticating Agent shall continue to be an Authenticating Agent without
the  execution  or  filing  of  any  power or any further act on the part of the
Trustee  or  such  Authenticating Agent. An Authenticating Agent may at any time
resign by giving notice of resignation to the Trustee and to the Depositor.  The
Trustee  may  at  any  time  terminate  the agency of an Authenticating Agent by
giving notice  of termination to such Authenticating Agent and to the Depositor.
Upon receiving such a notice of resignation or upon such a termination,   or  in
case at any time an  Authenticating  Agent shall  cease to be acceptable  to the
Trustee  or  the  Depositor,  the  Trustee  promptly  may  appoint  a  successor
Authenticating Agent. Any successor  Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its  predecessor hereunder,  with like effect as if originally  named  as  an
Authenticating   Agent.  No  successor  Authenticating Agent  shall be appointed
unless  acceptable to the Administrative  Agent,  if any, and the Depositor. The
Trustee agrees to pay to each  Authenticating Agent from time to time reasonable
compensation for its services under this Section. The provisions of Section 8.1,
8.2 and 8.3 shall be applicable to any Authenticating Agent.

             (c)  Pursuant to  an  appointment  made  under  this  Section,  the
Certificates  may  have endorsed thereon,  in lieu of the Trustee's  certificate
of authentication,  an  alternate certificate of authentication in substantially
the following form:

             This is  one of the Certificates described in  the Trust  Agreement
and the related Series Supplement.


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


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

                                     48


<PAGE>


             Section  5.16.  Events of  Default.  If any Event of Default  shall
occur  and be continuing with  respect to any class of Certificates,  then,  and
in each and every case,  the  Trustee  shall  exercise  any rights in respect of
the   related  Underlying  Securities  as  provided  in  the  applicable  Series
Supplement.

             Section  5.17.  Control by  Holders.  The   Holders of  Outstanding
Certificates representing the Required Percentage -- Direction of Trustee shall,
subject to  provision being made for indemnification against costs, expenses and
liabilities in a form satisfactory  to the Trustee, have the right to direct the
time, method and place of conducting any Proceeding for any remedy  available to
the Trustee as provided in the  applicable  Series  Supplement  with  respect to
any payment default on the Underlying Securities; provided, however, that:

             (i)      such direction shall not be in conflict with any  rule  of
         law or with this Agreement; and

             (ii)     subject to Section  8.1,  the Trustee   need not take  any
         action that it determines  might cause it to incur any  liability    or
         might materially adversely  affect  the rights  of  any   Holders   not
         consenting to such action.

             Section 5.18.     Waiver of Past Defaults.

             The   Holders   of   Outstanding   Certificates   representing  the
Required  Percentage  -- Direction of Trustee may waive any past default and its
consequences except (i) a payment default on the Underlying  Securities or other
default in the payment of principal of or interest on any of the Certificates or
(ii) a default in respect of a covenant or  provision  hereof,  which  cannot be
modified or amended  without the consent of the Holder of each  Certificate.  In
the case of any such waiver, the Depositor, the Trustee and the Holders shall be
restored to their former positions and rights  hereunder,  respectively;  but no
such waiver shall extend to any  subsequent or other default or impair any right
consequent thereto.

                                 ARTICLE VI

                  The Depositor and the Administrative Agent

             Section 6.1. Preparation   and  Filing  of  Exchange  Act  Reports;
Obligations  of  the  Depositor and the Administrative Agent. The Administrative
Agent, if any, shall  be  liable  in  accordance  herewith  only  to the  extent
of the obligations specifically imposed by this Agreement and the related Series
Supplement.

             (a) The  Depositor shall (or shall engage the Trustee to) on behalf
of the Trust,  prepare,   sign  and  file with the  Commission,  within the time
period set forth below, copies of the annual  reports and  of  the  information,
documents, certifications  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 rescribe),  if any,  which the Depositor on behalf of the Trust may
be required to file with the Commission pursuant to Regulation AB and Section 13
or 15(d) of the Exchange Act (collectively, "Exchange Act Reports") with respect
to the Trust. The names and requirements of such Exchange  Act  Reports  and the
dates on which they are required to be filed with the Commission are as follows:

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<PAGE>


             (i)      Form  8-K,  within  the  time  requirement  prescribed  by
         Regulation AB and  the  Exchange  Act  if  the  filing  of  Form 8-K is
         necessary;

             (ii)     Form  10-D,  within  the  time  requirement  prescribed by
         Regulation AB and the Exchange Act;

             (iii)    Form  10-K,  within  the  time  requirement prescribed  by
         Regulation AB and the Exchange Act; and

             (iv)     such other reports as may be required pursuant to  Section
         13 or 15(d) of the Exchange Act.

Each annual report on Form 10-K will be signed by the Depositor and will include
a certification  required by Section 302 of the  Sarbanes-Oxley  Act of 2002, in
the form prescribed by Item 601 of Regulation S-K under the Securities Act.

             (b) The Depositor shall deliver to the Trustee, not less often than
annually, an Officer's  Certificate signed  by an  Executive Officer  who is the
principal executive officer, principal financial officer or principal accounting
officer of the  Depositor,  dated on or prior to the date of the  annual  report
on Form  10-K contemplated by clause (a)(iii) above, stating for such prior year
that:

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

             (ii)     to the best of such Executive Officer's  knowledge,  based
         on such review, the Depositor  and  the  Trustee  have  each  fulfilled
         its obligations under the related Trust Agreement throughout such year,
         or,  if  there  has  been  a  default  in  the  fulfillment of any such
         obligation, specifying  each  such  default  known  to  such  Executive
         Officer and the nature and status thereof;

             (iii)    to the best of such Executive Officer's  knowledge,  based
         on such  review,   the  reports filed pursuant to Section 6.1(a), taken
         as a whole, do not contain any  untrue statement of a material fact  or
         omit to state a material fact necessary to make the statements made, in
         light of the  circumstances  under which such statements were made, not
         misleading  as  of  the  last  day  of  the  period  covered  by   such
         certificate; and

             (iv)     to the best of such Executive Officer's  knowledge,  based
         on such review and reasonable reliance  on information  provided by the
         Trustee, the distribution and servicing  information   required  to  be
         provided to the Depositor  by  the Trustee for inclusion in the reports
         filed pursuant to Section 6.1(a)(i) is included in such reports.

The text of the Officer's  Certificate shall be revised  accordingly in order to
comply with any rules or other applicable laws of the Commission.

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

                                     50


<PAGE>


             (c)  Each  of  the  Trustee  and  the Administrative Agent (if any)
shall  provide,  at  the  Depositor's  direction  and  expense,  (i)  reports on
assessments of compliance with servicing criteria and (ii) attestation   reports
on assessments of compliance with servicing  criteria prepared by an independent
public accountant sufficient  for the Depositor on behalf of the Trust,  both in
order to satisfy the Trust's  obligations  under Rules  13a-18 and 15d-18 of the
Exchange Act and Items 1122 and 1123 of Regulation AB.

A copy of any such  report may be obtained by any Holder by a request in writing
to the Depositor addressed to the Corporate Trust Office of the Trustee.

             (d)  The  Depositor  shall  deliver to  the Trustee, within 15 days
after the Depositor  is required  to  file  the same with the  Commission,  such
additional information,  documents and reports with respect to compliance by the
Depositor with the conditions and covenants of this Agreement, if any, as may be
required to be filed with the Commission  from  time  to  time by such rules and
regulations; and

             (e)  The Depositor shall  deliver to the  Trustee  and  transmit by
mail to all Holders  described  in TIA  Section  313(c),  in the  manner  and to
the  extent provided  therein,  such  summaries of any  information,   documents
and  reports  required  to  be filed by the Depositor  and received  pursuant to
clauses (i) and (ii) of this Section 6.1(a), if any, as may be required by rules
and regulations prescribed from time to time by the Commission.

             (f)  If and only if the Series Supplement provides for  the  pledge
of  the  Underlying  Securities  to  the  Trustee  (and not merely the transfer,
assignment, conveyance and sale, without recourse,  thereof to the Trustee),  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  this  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 of this 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.

             (g)  If and only if the Series Supplement provides  for the  pledge
of  the  Underlying  Securities  to  the  Trustee (and  not merely the transfer,
assignment, conveyance and  sale, without  recourse,  thereof  to the  Trustee),
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 this 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 is necessary to
maintain the lien and security  interest  created by this Agreement and reciting
the details of such  action or stating  that in the  opinion of such  counsel no
such action is necessary to maintain the lien and security  interest created  by
this Agreement. Such  Opinion  of  Counsel  shall  also  describe the recording,
filing, re-recording and refiling of this 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

                                     51


<PAGE>


opinion of such counsel, be required to maintain the lien and security  interest
of  this Agreement until such date in the following calendar year.

             (h)  If and only if the Series Supplement provides for  the  pledge
of  the  Underlying  Securities  to  the  Trustee  (and not merely the transfer,
assignment, conveyance and sale, without recourse, thereof to the Trustee),

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

             (ii)     whenever the  Depositor  is  required  to  furnish  to the
         Trustee an Officer's Certificate of the Depositor certifying or stating
         the opinion of any signatory  thereof as to the  matters  described  in
         clause (i) above,  the Depositor shall also  furnish  to the Trustee an
         Independent Certificate as to the same matters if the fair value of the
         property or securities and of all other property or securities released
         from  the  lien  of  this 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
         principal amount of the Outstanding Certificates, but such  certificate
         need  not  be  furnished  in  the  case of any release of  property  or
         securities  if the fair  value  thereof  as set forth  in  the  related
         Officer's  Certificate  of  the  Depositor is less than $25,000 or less
         than  one  percent  of  the  then  principal  amount of the Outstanding
         Certificates.

             (iii)    prior  to  the  deposit with the Trustee of any securities
         that  are  to  be made the basis for the authentication and delivery of
         Certificates, the withdrawal of cash constituting  a part of the  trust
         estate or the release of any property or securities subject to the lien
         of  this  Agreement,  the  Depositor  shall  furnish  to the Trustee an
         Officer's  Certificate  of  the  Depositor  certifying  or  stating the
         opinion  of  each  person signing such certificate as to the fair value
         (within 90 days of such deposit) to the Depositor of the securities  to
         be so deposited.

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

                                     52


<PAGE>


             (v)      subject to the payment of its fees and expenses hereunder,
         the Trustee may, and when required by the provisions of this  Agreement
         shall, execute instruments to release property from the  lien  of  this
         Agreement,  or convey the  Trustee's  interest in the same, in a manner
         and under circumstances that are consistent with the provisions of this
         Agreement.  No party relying upon an instrument executed by the Trustee
         in  connection  therewith  shall be bound to  ascertain  the  Trustee's
         authority, inquire into the satisfaction of any conditions precedent or
         see to the application of any moneys.

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

             (i)  Upon  any  application  or  request  by  the  Depositor to the
Trustee to take any action under the provisions of this Agreement,  which action
is subject to the satisfaction of a condition precedent (including any covenants
compliance with which  constitutes a condition  precedent), the Depositor  shall
furnish to the Trustee: (i) an Officer's Certificate stating that all conditions
precedent,  if  any,  provided  for  in  this 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 this 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 this Agreement shall include:

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

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

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

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

             Section 6.2.  Merger or  Consolidation  of  the   Depositor  or the
Administrative  Agent. (a)  Subject  to  the following  paragraph, the Depositor
will keep in full effect its existence,  rights and franchises as a  corporation
under the laws of the jurisdiction of its  incorporation, and the Administrative
Agent,  if  any,  will  keep  in  full   effect   its     existence,      rights

                                     53


<PAGE>


and  franchises  under  the  laws  of  the jurisdiction of its incorporation  or
association. The  Depositor  and  the  Administrative  Agent,  if any, each will
obtain and preserve its qualification to do business  as  a foreign  corporation
or association  in each  jurisdiction  in which such  qualification  is or shall
be  necessary to protect the validity and enforceability of this Agreement,  the
Certificates  or any of the Underlying Securities and to perform its  respective
duties under this Agreement.

             (b)  The  Depositor  and  an  Administrative  Agent,  if  any,  may
consolidate or merge with or into any other Person, provided that:

             (i)      the Person (if other than the  Depositor or Administrative
         Agent,  as  applicable)  formed  by  or surviving such consolidation or
         merger  shall  expressly  assume,  by  an agreement supplemental hereto
         executed and delivered  to the Trustee,  in form  satisfactory  to  the
         Trustee, the performance or observance of every agreement and  covenant
         of this Agreement on the part of the Depositor or Administrative Agent,
         as applicable,  to be performed or observed, all as provided herein and
         in the applicable Series Supplement or Supplements;

             (ii)     immediately after giving effect to such transaction,    no
         Administrative Agent Termination Event or event which with the  passage
         of time or notice  or  both  would  become  an   Administrative   Agent
         Termination Event shall have occurred and be continuing;

             (iii)    the Rating Agency Condition shall have been satisfied with
         respect to such transaction; and

             (iv)     the  Depositor  or  Administrative  Agent, as  applicable,
         shall have delivered  to the Trustee an  Officer's  Certificate  and an
         Opinion of Counsel  each  stating  that such  consolidation  or  merger
         and such supplemental  agreement comply with this Article  VI and  that
         all conditions  precedent  herein   provided   for   relating  to  such
         transaction have been complied with.

             Section 6.3.  Limitation  on  Liability  of the  Depositor  and the
Administrative Agent. (a) Unless otherwise expressly specified in this Agreement
or  a  Series  Supplement,  neither  the  Administrative  Agent, if any, nor the
Depositor shall be under  any obligation  to  expend  or risk  its own  funds or
otherwise  incur financial liability in the performance of its duties  hereunder
or under a Series Supplement or in the exercise of any of its  rights or  powers
if  reasonable grounds exist for believing that the repayment  of such  funds or
adequate indemnity against such risk or liability is not reasonably  assured  to
it.

             (b)  Neither the Depositor, an Administrative  Agent,  if any,  nor
any  of  the  directors,  officers, employees or agents of the Depositor or such
Administrative  Agent  shall  be  under  any  liability  to  any  Trust  or  the
Certificateholders  of  any  Series for any action taken, or for refraining from
the taking of any action,  in  good  faith  pursuant to this  Agreement,  or for
errors in  judgment;  provided, however, that this provision shall  not  protect
the  Depositor,  any  such Administrative  Agent or any such person against  any
breach  of  warranties, representations or  covenants  made herein,  or  against
any     specific   liability   imposed   on     such    Administrative     Agent

                                     54


<PAGE>


pursuant  hereto, or against any liability which would otherwise be  imposed  by
reason of willful misfeasance,  bad faith or negligence in the  performance   of
duties or by reason of reckless  disregard of obligations and duties hereunder.

             Neither  the  Depositor  nor  an   Administrative   Agent,  if any,
shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and,
in its  opinion,  does not  involve it in any  expense or  liability;  provided,
however,  that either of the Depositor or such  Administrative  Agent may in its
discretion  undertake  any such action which it may deem  necessary or desirable
with respect to this  Agreement and the rights and duties of the parties  hereto
and the interests of the  Certificateholders  hereunder.  The legal expenses and
costs of such action and any liability resulting (except any loss,  liability or
expense  incurred by reason of willful  misfeasance,  bad faith or negligence in
the  performance  of duties  hereunder  or by reason of  reckless  disregard  of
obligations  and  duties  hereunder)  shall be  allocated  as  specified  in the
applicable Series Supplement.

             Section  6.4.  Limitation  on  Resignation  of  the  Administrative
Agent.  An Administrative  Agent  appointed  pursuant to the applicable   Series
Supplement shall not resign from the obligations and duties hereby imposed on it
except (a) upon appointment by the Trustee of a successor  Administrative  Agent
and  receipt  by  the  Trustee  of a  letter from the Rating  Agency that such a
resignation and appointment will satisfy the Rating Agency Condition or (b) upon
a  determination  that  its  duties  hereunder are no longer  permissible  under
applicable law. Any such determination  pursuant to clause (b) of the  preceding
sentence  permitting  the  resignation  of  the  Administrative   Agent shall be
evidenced by an Opinion of Counsel  to  such  effect delivered  to  the  Trustee
and  the  Depositor.  No resignation  of  an  Administrative  Agent shall become
effective  until  the  Trustee  or  a  successor Administrative Agent shall have
assumed  such  Administrative Agent's  responsibilities,   duties,   liabilities
(other  than  those  liabilities  arising  prior  to  the  appointment  of  such
successor) and obligations  under this Agreement.

             Section 6.5.  Rights  of  the  Depositor    in   Respect   of   the
Administrative  Agent.  An  Administrative  Agent  appointed   pursuant  to  the
applicable  Series  Supplement shall afford the Depositor and the Trustee,  upon
reasonable  notice, during  normal  business  hours,   access  to  all   records
maintained by such Administrative Agent in respect of its rights and obligations
hereunder  and  access  to  officers of the Administrative Agent responsible for
such obligations.  Upon request, the Administrative Agent shall  furnish  to the
Depositor  and the Trustee the Administrative   Agent's  most  recent  financial
statements and such other information relating  to its  capacity to perform  its
obligations  under this Agreement as the Administrative Agent possesses.  To the
extent such information is not  otherwise available to the public, the Depositor
and the Trustee shall not  disseminate  any information obtained pursuant to the
preceding  two  sentences  without  the  Administrative Agent's written consent,
except  as  required  pursuant  to  this  Agreement  to  the  extent  that it is
appropriate  to  do  so  (i)  in  working  with legal counsel,  auditors, taxing
authorities or other governmental agencies or  (ii)  pursuant  to any law, rule,
regulation,  order,  judgment,  writ,  injunction  or  decree  of  any  court or
governmental  authority having  jurisdiction  over the Depositor, the Trustee or
an applicable  Trust.  The Depositor  may, but is not obligated to,  enforce the
obligations of the  Administrative  Agent under this Agreement  and may, but  is
not  obligated  to,  perform,  or cause a designee to perform,   any   defaulted
obligation    of   the     Administrative     Agent     under  this Agreement or
exercise      the     rights        of        the       Administrative     Agent

                                     55


<PAGE>


under  this Agreement; provided, however, that the  Administrative  Agent  shall
not be relieved  of any of its  obligations under  this  Agreement  by virtue of
such performance by  the Depositor or its designee. The Depositor shall not have
any responsibility or liability for   any action  or  failure  to  act  by   the
Administrative  Agent and is not obligated to supervise the  performance  of the
Administrative Agent under this Agreement or otherwise.

             Section 6.6. Depositor May Purchase Certificates. The Depositor may
at any time purchase Certificates in the open market or otherwise.  Certificates
so purchased by the Depositor may, at  the  discretion of the Depositor, be held
or resold.

             Section 6.7. The  Administrative   Agent  and  Other  Parties.  The
Person serving as an  Administrative  Agent, if any,  appointed  pursuant to the
applicable Series Supplement may be the Depositor,  the Trustee or  an Affiliate
of  either   thereof,  and  may  have  normal  business  relationships  with the
Depositor,  the Trustee or any Affiliates thereof.

             Section 6.8. Preferential  Collection of Claims Against  Depositor.
The  Trustee  shall  comply  with  TIA  Section  311(a),  excluding any creditor
relationship listed in TIA Section  311(b). A trustee who has  resigned  or been
removed  shall be  subject  to TIA  Section 311(a) to the extent required by TIA
Section 311(a).

                                  ARTICLE VII

                     Administrative Agent Termination Events

             Section 7.1.    Administrative   Agent  Termination   Events.   (a)
"Administrative Agent Termination Event," wherever used herein with  respect  to
any Series of Certificates, means any one of the following events:

             (i)      a failure by any  Administrative  Agent  specified in  the
         applicable  Series  Supplement  to remit to the Trustee,  pursuant   to
         the terms of this  Agreement,  any funds in respect of  collections  on
         Underlying Securities,  Credit Support, if any, and Advances,  if  any,
         collected by the Administrative Agent pursuant  to  the  terms  of this
         Agreement  that  continues  unremedied for a period of five days  after
         the date upon which  written notice of such failure, requiring the same
         to be remedied,  shall have been given to the Administrative  Agent  by
         the Depositor or the Trustee (in which case  notice  shall be  provided
         by telecopy),  or to the  Administrative  Agent, the Depositor  and the
         Trustee by the Holders of  Certificates  of such Series representing at
         least 25% of the aggregate Voting Rights; or

             (ii)     a failure   on  the  part  of  any  Administrative   Agent
         specified  in the applicable Series  Supplement  to observe  or perform
         in any  material respect any other of the  covenants or  agreements  on
         the part of the Administrative Agent contained in the  Certificates  of
         such  Series  or  in  this  Agreement  which continues unremedied for a
         period  of  30  days  after  the  date  on which written notice of such
         failure,  requiring  the  same to be remedied, shall have been given to
         the Administrative  Agent by  the  Depositor  or the Trustee, or to the
         Administrative Agent, the Depositor and  the  Trustee  by  the  Holders
         of  Certificates  of  such   Series  representing  at  least 25% of the
         aggregate Voting Rights; or

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             (iii)    a decree or order of  a  court  or  agency  or supervisory
         authority having jurisdiction in an involuntary case under any  present
         or future Federal or State bankruptcy, insolvency or similar law or the
         appointment  of  a  conservator  or  receiver  or  liquidator  in   any
         insolvency, readjustment of debt, marshalling of assets and liabilities
         or  similar  proceeding, or  for the winding up or  liquidation  of its
         affairs,  shall have been entered against the Administrative Agent,  if
         any,  specified in the applicable  Series  Supplement  and such  decree
         or order  shall  have remained in force undischarged or unstayed for  a
         period of 30 days; or

             (iv)     any Administrative  Agent  specified  in   the  applicable
         Series Supplement shall consent to the appointment of a conservator  or
         receiver  or liquidator  in  any   insolvency,   readjustment  of debt,
         marshalling  of assets and  liabilities  or similar  proceedings  of or
         relating  to  the  Administrative  Agent  or  of  or relating to all or
         substantially all its property; or

             (v)      any  Administrative   Agent  specified  in  the applicable
         Series Supplement shall admit in writing its inability to pay its debts
         generally as they become  due,  file a petition  to  take  advantage of
         any   applicable  insolvency  or reorganization statute, make a general
         assignment for the benefit  of  its creditors,  or voluntarily  suspend
         payment  of its obligations; or

             (vi)     if so specified in the related  Series  Supplement,    any
         failure  of  the  Administrative   Agent,  if  any,  specified  in  the
         applicable  Series Supplement to make any Advances  required to be made
         from  its  own funds pursuant to Section 4.3 which continues unremedied
         until  twelve  o'clock  noon  New  York  City  time on the Business Day
         immediately  following  the  day  on which such Advance was required to
         have been made; or

             (vii)    any  additional  Administrative  Agent  Termination  Event
         that may be specified with respect to such Series in the related Series
         Supplement.

Each  Series  Supplement  shall  specify  as to  each of the  foregoing  clauses
requiring a vote of Holders of different Classes the circumstances and manner in
which the  aggregate  Voting  Rights  applicable  to each such  clause  shall be
calculated.

             (b)  Unless otherwise  provided in the applicable Series Supplement
and provided an  Administrative Agent shall have been  appointed pursuant to the
applicable Series  Supplement,  so long as an  Administrative  Agent Termination
Event with respect  to the related Series of Certificates  shall  have  occurred
and  be  continuing,  the  Depositor  or  the  Trustee  may,  and at the written
direction of the   Holders  of  Certificates   evidencing   not  less  than  the
"Required Percentage--Administrative  Agent Termination" of the aggregate Voting
Rights, the Trustee shall,  by  notice  in  writing to such Administrative Agent
(and to the Depositor if given by the Trustee or to the Trustee if given  by the
Depositor), terminate all the rights and obligations of the Administrative Agent
specified in the applicable Series Supplement in its capacity as  Administrative
Agent with respect to such Series under this Agreement, to the extent  permitted
by law, and in and to the  Underlying   Securities   relating  to  such   Series
(other than any  Retained  Interest  of  the  Administrative  Agent,   if   any)
and    the        proceeds      thereof.   On    or    after   the  receipt   by

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such Administrative Agent of such written notice, all authority and power of the
Administrative Agent under this Agreement relating to such Series, whether  with
respect to the Certificates (other than as a Holder of any  Certificate) of such
Series or the Underlying  Securities relating to such Series or otherwise, shall
pass to and be vested in the Trustee pursuant to and under this Section  7.1(b),
and  without  limitation,  the  Trustee is hereby authorized and  empowered,  as
attorney-in-fact  or otherwise,  to execute and deliver, on behalf of and at the
expense of the Administrative Agent, any and all documents and other instruments
and to do or accomplish  all other acts or things  necessary or appropriate   to
effect  the  purposes  of such  notice of termination,  whether to complete  the
transfer and  endorsement or assignment of such   Underlying    Securities   and
related documents, or otherwise. The Administrative Agent,  if any, specified in
the applicable  Series  Supplement agrees promptly (and in any event  not  later
than  ten  Business  Days subsequent to such notice) to provide the Trustee with
all documents and records  requested by it to enable it to assume the  functions
of the  Administrative  Agent under this Agreement relating to such Series,  and
to cooperate with the Trustee in effecting the termination of the Administrative
Agent's  responsibilities  and rights  under this  Agreement  relating  to  such
Series,  including  the transfer within one  Business  Day to the   Trustee  for
administration  by it of all cash amounts and investments  which  shall  at  the
time be or should  have  been  credited  by  the  Administrative  Agent  to  the
Certificate  Account  relating  to  such  Series  or thereafter be received with
respect  to  such  Underlying  Securities;   provided,  however,   that      the
Administrative  Agent  shall  continue  to  be  entitled  to receive all amounts
accrued  or  owing  to  it  under this Agreement on or prior to the date of such
termination,  whether in respect of  Advances or  otherwise,  and shall continue
to  be  entitled  to  the  benefits  of  Section  6.3   notwithstanding any such
termination.

             Section 7.2. Trustee to Act; Appointment of Successor. On and after
the time an Administrative  Agent,  if any,  specified in the applicable  Series
Supplement receives a notice of termination pursuant to Section 7.1, the Trustee
shall  be  the  successor  in  all respects to the  Administrative  Agent in its
capacity as Administrative  Agent under this Agreement or the applicable  Series
Supplement and the  transactions  set forth or provided  for herein and shall be
subject to all the  responsibilities,  duties and liabilities  relating  thereto
and  arising  thereafter  placed  on  the  Administrative  Agent (except for any
representations or warranties of the Administrative Agent under  this  Agreement
and except as otherwise provided herein or in the applicable Series  Supplement)
by the terms  and  provisions  hereof,  including  the   Administrative  Agent's
obligation, if any, to make Advances pursuant to Section 4.3; provided, however,
that if the Trustee is prohibited by law or regulation from obligating itself to
make Advances, then the Trustee  shall not be  obligated to  make such  Advances
pursuant to Section 4.3; and  provided further,  that  any  failure  to  perform
such  duties  or responsibilities  caused  by the Administrative Agent's failure
to provide information required by Section 7.1 shall not be considered a default
by  the  Trustee  as  successor  to  the   Administrative  Agent  hereunder.  As
compensation therefor, the Trustee shall be entitled to the amounts relating  to
the Underlying Securities of a given Series to which such  Administrative  Agent
would  have  been  entitled  if  the  Administrative  Agent had continued to act
hereunder. Notwithstanding  the above, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act or if the Holders of Certificates
of such Series evidencing not less than the Required  Percentage--Administrative
Agent Termination of the aggregate Voting Rights, so request  in  writing to the
Trustee,  promptly  appoint,  or petition a court of competent  jurisdiction  to
appoint,  an  Administrative   Agent  acceptable  to  the  Rating  Agency  (such
acceptance   to    be     evidenced     by    satisfaction    of    the   Rating
Agency    Condition    with    respect  to  such  appointment)   and   having  a
net    worth    of    not    less    than    $15,000,000,         as         the

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successor to such Administrative Agent under this Agreement with respect to such
Series  in the  assumption  of all or any  part  of the responsibilities, duties
or liabilities of such Administrative Agent under this Agreement with respect to
such Series.  The Trustee,  the Depositor and any such successor  Administrative
Agent may agree upon the compensation to be paid with respect thereto; provided,
however,  that  in  no  event  shall  such  compensation  be  greater  than  the
compensation  payable to the  Administrative  Agent under  this  Agreement.   No
appointment  of a  successor  Administrative  Agent  under  this Agreement shall
be effective until the assumption  by  the successor Administrative Agent of all
the responsibilities,  duties and liabilities placed on the Administrative Agent
hereunder  and  under  the  related  Series Supplement. Pending appointment of a
successor  Administrative  Agent under this Agreement, the  Trustee shall act in
such  capacity  as and  to the  extent  hereinabove provided.

             Section 7.3. Notification to  Certificateholders. (a) Upon any such
termination pursuant to Section 7.2 or appointment of a successor Administrative
Agent,    the   Trustee  shall     give    prompt    written   notice thereof to
Certificateholders   of    the affected Series in the manner provided in Section
10.5.

             (b)  Within  60  days  after  the  occurrence of any Administrative
Agent Termination Event or event which but for lack of notice or passage of time
or both  would constitute an Administrative Agent Termination Event with respect
to any Series, the  Trustee shall transmit by mail to all Certificateholders  of
such Series notice of each such  Administrative Agent Termination Event or event
which  but  for  lack  of  notice or passage of time or both would constitute an
Administrative Agent   Termination   Event  which  is  known  to  the   Trustee,
unless  such Administrative  Agent Termination Event or event which but for lack
of notice or passage of time or both would  constitute an  Administrative  Agent
Termination Event shall have been cured or waived.

             Section 7.4. Waiver of  Administrative  Agent  Termination  Events.
Unless otherwise provided in the applicable Series Supplement,  the  Holders  of
Certificates  of  the  related  Series  evidencing  not  less  than the Required
Percentage--Waiver   of  the  aggregate  Voting  Rights  may,   on behalf of all
Certificateholders of such Series, (i) if so provided  in the  applicable Series
Supplement, waive compliance by the Depositor, the Trustee or the Administrative
Agent,  if any,  with  certain restrictive  provisions of this Agreement as  set
forth  in  such  Series Supplement prior to the time such compliance is required
and (ii) waive any Administrative Agent Termination Event or event which but for
lack  of  notice  or  passage of time or both would constitute an Administrative
Agent Termination Event with respect to such Series; provided, however,  that an
Administrative  Agent Termination Event or event which but for lack of notice or
passage  of time or both  would constitute an Administrative  Agent  Termination
Event with respect to such Series regarding  the  failure  to   distribute,   in
accordance  with the terms of this Agreement,  amounts received with respect  to
any Underlying Security or any such event with respect to such Series in respect
of a covenant or provision of this Agreement  the  modification  or amendment of
which would require the consent of the Holders of all outstanding   Certificates
of such Series, may be waived only by all the Certificateholders of such Series.
Upon  any  such  waiver  of an Administrative  Agent Termination Event or  event
which but for  lack  of  notice  or passage of time or both would  constitute an
Administrative   Agent  Termination  Event  with  respect  to  such Series, such
Administrative  Agent Termination Event or  event  which but for lack of  notice
or       passage       of   time   or     both      would     constitute      an
Administrative       Agent      Termination     Event   shall  cease  to   exist

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and shall be deemed to have been remedied  for  every purpose   hereunder.    No
such  waiver  shall  extend  to  any  subsequent  or  other Administrative Agent
Termination Event or event  which but for lack of notice or passage  of time  or
both  would constitute  an  Administrative Agent Termination  Event  or   impair
any right consequent thereon except to the extent expressly so waived.

                                 ARTICLE VIII

                             Concerning the Trustee

             Section 8.1.   Duties    of    Trustee; Notice of Defaults. (a) The
Trustee,  prior to the occurrence of an Administrative  Agent Termination  Event
or Event of Default with respect to any Series and after the curing of  all such
Administrative Agent Termination  Events or Events of  Default  which  may  have
occurred,  undertakes  to  perform  such  duties  and  only  such  duties as are
specifically  set forth in this  Agreement  and  the  related Series Supplement.
During the period an Administrative Agent  Termination Event or Event of Default
with  respect to any Series shall have occurred and be  continuing,  the Trustee
shall exercise such of the rights and powers vested in it by this Agreement, and
shall use the same degree of care and skill in their  exercise, as a prudent man
would  exercise  or  use under the circumstances in the conduct of such person's
own affairs.  Any permissive  right  of the Trustee enumerated in this Agreement
shall not be construed as a duty.

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

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

             (i)      prior  to  the  occurrence  of  an   Administrative  Agent
         Termination Event or Event of Default with respect to any  Series,  and
         after the  curing  of all such  Administrative Agent Termination Events
         or  Events  of  Default  which  may  have  occurred,  the  duties   and
         obligations of the Trustee shall be determined  solely by  the  express
         provisions of this  Agreement,  the Trustee shall not be liable  except
         for the performance of such duties and obligations as are  specifically
         set  forth  in  this  Agreement,  no implied  covenants or  obligations
         shall be read into this  Agreement  against the  Trustee  and,  in  the
         absence  of  bad  faith  on  the  part of the Trustee,  the Trustee may
         conclusively  rely,  as  to  the  truth  of  the  statements  and   the
         correctness  of the  opinions  expressed therein, upon any certificates
         or opinions  furnished  to the Trustee that conform to the requirements
         of this Agreement;

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

             (iii)    the Trustee shall not be  personally  liable with  respect
         to any action taken,  suffered  or omitted  to be  taken  by it in good
         faith  in accordance   with   the   direction   of   Holders   of   the
         Required  Percentage--Direction  of  Trustee  of  the  aggregate Voting
         Rights  of  a  given  Series  (or Class or group of Classes within such
         Series) relating to the time,   method  and  place  of  conducting  any
         proceeding  for any remedy  available  to the  Trustee,  or  exercising
         any trust or power conferred upon the Trustee, under this Agreement;

             (iv)     the  Trustee  shall  not be required to expend or risk its
         own funds or otherwise incur  financial  liability in the   performance
         of any of its duties  hereunder or in the exercise of any of its rights
         or  powers  if  there  is  reasonable  ground  for  believing  that the
         repayment of such funds or adequate  indemnity   against  such  risk or
         liability  is not  reasonably assured to it, and none of the provisions
         contained in this Agreement  shall in any event require the Trustee  to
         perform,  or be  responsible  for the  manner of  performance  of,  any
         obligations of an Administrative  Agent, if any,  appointed pursuant to
         the applicable Series  Supplement,  under this  Agreement except during
         such time, if any,  as  the  Trustee shall  be the successor to, and be
         vested with the rights,  duties,  powers  and   privileges  of, such an
         Administrative Agent in accordance with and only to the extent provided
         in this Agreement;

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

             (vi)     except  as  expressly  provided  in  this  Agreement,  the
         Trustee shall not engage in any activity other than  those  required or
         authorized by the terms of this  Agreement.  In  particular,  after the
         Closing Date the Trustee  shall not  purchase  or otherwise acquire any
         additional  securities,  modify or permit the modification of any Trust
         Asset or otherwise  vary the investment of the  Certificateholders   or
         incur or modify any obligations  with respect to any Series, (i) except
         as expressly  required or permitted by the terms of this  Agreement  or
         (ii) unless  the  Trustee     obtains,  at     the  expense    of   the
         Certificateholders,   an   Opinion  of  Counsel to the effect that such
         acquisition,  incurrence or  modification will not cause the applicable
         Trust (unless otherwise  indicated in a related Series  Supplement)  to
         fail  to  be  classified  as  a  grantor  trust  for federal income tax
         purposes; and

             (vii)    in  the  event  that  the Paying Agent or the  Certificate
         Registrar shall fail to perform any  obligation,  duty or  agreement in
         the manner or on the day required to be  performed by the Paying  Agent
         or Certificate Registrar, as the case may be, under this Agreement, the
         Trustee shall be  obligated  promptly  upon its  knowledge  thereof  to
         perform  such obligation, duty or agreement in the manner so required.

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             (d)  The Trustee shall have the legal power to exercise all of  the
rights, powers and privileges of holders of the Underlying Securities  in  which
the Certificates evidence an  interest.  However,  neither the  Trustee  (except
as specifically provided  herein or in the TIA) nor the Depositor shall be under
any obligation whatsoever  to  appear  in,  prosecute  or  defend  any   action,
suit or  other proceeding in respect of Underlying Securities or Certificates.

             (e)  Neither the  Trustee  nor  the   Depositor   shall  have   any
obligation on or with respect to the Underlying  Securities,  except as provided
in  this  Article  VIII  with  respect  to  the  Trustee;  and  their respective
obligations with respect to Certificates  shall be solely as set forth  in  this
Agreement and the applicable Series Supplement.

             (f)  If there is an  event of default (as defined in the  indenture
or  other  document   pursuant  to which the Underlying  Securities were issued)
with    respect    to  any Underlying Security and  such default is known to the
Trustee, the Trustee shall  promptly  give notice to the  Depositary  or, if the
Certificates   are   Definitive   Certificates,   directly to Holders thereof as
provided in Section 10.5 hereof (and in the manner and to the extent provided in
TIA Section 313(c)) and the Rating  Agencies  within 30 days after such event of
default  occurs.  Such notice shall set forth (i) the identity of the Underlying
Securities,  (ii) the date and nature of such  default, (iii) the face amount of
the  obligation  to which such default relates, (iv) the identifying numbers  of
the Series and Class of  Certificates,  or any  combination,  as the  case   may
be,  evidencing  the obligations (or portions thereof) described above in clause
(iii), and (v) any other information which the Trustee may deem appropriate.

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

             Section 8.2.  Certain  Matters  Affecting  the Trustee.  (a) Except
as otherwise provided in Section 8.1:

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

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

             (iii)    the Trustee  shall be under no obligation to exercise  any
         of the trusts or powers vested in it by this Agreement or to institute,
         conduct or defend any litigation  hereunder or in relation  hereto,  at
         the request,  order  or  direction  of any  of the  Certificateholders,
         pursuant   to   the   provisions   of   this   Agreement,  unless  such
         Certificateholders  shall  have  offered  to    the  Trustee reasonable
         security or indemnity  against  the  costs,  expenses  and  liabilities
         which may be incurred therein or  thereby;  provided,   however,   that
         nothing  contained   herein   shall   relieve   the   Trustee  of   the

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         obligations,  upon   the   occurrence   of   an   Administrative  Agent
         Termination  Event  or  Event  of  Default (which has not been cured or
         waived), to exercise such of the rights and powers vested in it by this
         Agreement,  and to use the same degree  of  care  and  skill  in  their
         exercise as a prudent man would exercise or use under the circumstances
         in the conduct of such person's own affairs;

             (iv)     the Trustee shall not be  personally liable for any action
         taken, suffered  or  omitted  by it in good  faith  and  believed by it
         to be authorized or within the discretion or rights or powers conferred
         upon it by this Agreement;

             (v)      prior  to  the   occurrence of   an  Administrative  Agent
         Termination  Event hereunder and after the curing of all Administrative
         Agent Termination Events which may have occurred, the Trustee shall not
         be bound to make any  investigation  into the facts of  matters  stated
         in any resolution, certificate, statement, instrument, opinion, report,
         notice, request,   consent,  order, appraisal,  approval, bond or other
         paper or  document  believed  by it to be  genuine, unless requested in
         writing  to do so by  Holders of the Required  Percentage--Direction of
         Trustee of the  aggregate  Voting  Rights of the  affected  Series  (or
         Class  or  Classes  within  any  such  Series),  as  specified  by  the
         applicable  Series  Supplement;  provided, however, that if the payment
         within a  reasonable  time to the  Trustee  of the  costs,  expenses or
         liabilities   likely  to  be  incurred   by  it  in  the making of such
         investigation is, in the opinion of the Trustee, not reasonably assured
         to the  Trustee  by the  security  afforded  to it by the terms of this
         Agreement,  the Trustee may require reasonable  indemnity against  such
         expense or liability as a condition to taking any such action;

             (vi)     the  Trustee  may  execute  any of the  trusts  or  powers
         hereunder   or   perform  any duties hereunder either directly or by or
         through agents or attorneys  or a custodian and shall not be liable for
         such  persons' actions if it has selected such persons with  reasonable
         care; and

             (vii)    the Trustee shall not be personally  liable for  any  loss
         resulting from the investment of funds held in any Certificate  Account
         or Reserve Account at the  direction of an Administrative  Agent or the
         Depositor pursuant to Section 3.10.

             (b)  All rights of action under this Agreement or under any of  the
Certificates,  enforceable  by  the  Trustee,  may be enforced by it without the
possession of any of the  Certificates  of any  Series  (or  Class  within  such
Series),  or the production  thereof at the trial or other Proceeding   relating
thereto,  and any such suit,  action or  proceeding  instituted by  the  Trustee
shall  be  brought  in  its  name  for  the  benefit  of all the Holders of such
Certificates, subject to the provisions of this Agreement.

             Section  8.3.  Trustee Not Liable for  Recitals in Certificates  or
Underlying Securities. The Trustee assumes no responsibility for the correctness
of  the  recitals  contained  herein  and in the Certificates or in any document
issued in connection with the sale of the Certificates (other than the signature
and authentication  on the  Certificates).  Except as set forth in Section 8.12,
the  Trustee  makes  no  representations  or  warranties  as  to the validity or
sufficiency   of   this   Agreement   or   of   the   Certificates   of      any
Series        (other                 than           the           signature  and

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authentication  on  the  Certificates)  or of any Underlying Security or related
document. The Trustee shall not be accountable for the use or application by the
Depositor or the Administrative  Agent, if any, of any of the Certificates or of
the proceeds of such Certificates.

             Section  8.4. Trustee  May Own  Certificates.  The  Trustee  in its
individual capacity or any other  capacity  may  become  the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee.

             Section   8.5.  Trustee's   Fees  and   Expenses;  Indemnification;
Undertaking  for Costs.  (a) The Trustee  shall be entitled to receive  from the
Depositor or an  affiliate  of  the  Depositor as compensation for the Trustee's
services hereunder, trustee's  fees  pursuant  to a separate  agreement  between
the  Trustee  and  the  Depositor,  and  shall  be reimbursed for all reasonable
expenses,  disbursements and  advances  incurred  or   made   by   the   Trustee
(including  the  reasonable compensation,  disbursements  and expenses  of   its
counsel and other  persons not regularly in its employ).  The  Depositor   shall
indemnify and hold harmless the Trustee and its  successors,   assigns,   agents
and servants  against  any  and  all  loss,  liability  or  reasonable   expense
(including attorney's fees) incurred by it in connection with the administration
of this trust and the performance of its duties thereunder.  The  Trustee  shall
notify  the  Depositor  promptly  of any claim for  which it may seek indemnity.
Failure  by the  Trustee  to so  notify  the Depositor  shall  not  relieve  the
Depositor of its obligations  hereunder. The Depositor  need not  reimburse  any
expense  or  indemnify  against  any  loss, liability or expense incurred by the
Trustee  through the Trustee's own willful misconduct,  negligence or bad faith.
The indemnities  contained in this Section 8.5(a) shall survive the  resignation
or  termination  of the Trustee or the termination of this Agreement.

             (b)  Failure by the  Depositor to pay,  reimburse or indemnify  the
Trustee  shall  not  entitle  the  Trustee  to  any  payment,  reimbursement  or
indemnification  from any Trust,  nor shall such  failure  release  the  Trustee
from the duties it is required  to  perform  under  this  Agreement. Any unpaid,
unreimbursed  or unindemnified amounts shall not be borne by any Trust and shall
not constitute a claim  against such Trust, but shall be borne by the Trustee in
its  individual capacity.

             (c)  All parties to this Agreement  agree,  and each Holder of  any
Certificate by such Holder's  acceptance thereof shall be deemed to have agreed,
that any court may in its discretion  require,   in  any   Proceeding   for  the
enforcement of any right or remedy under this Agreement,  or in  any  Proceeding
against the Trustee for any action  taken, suffered or omitted by it as Trustee,
the filing by any party  litigant in such  Proceeding of an  undertaking  to pay
the costs of such Proceeding and that such court may in its  discretion   assess
reasonable  costs, including  reasonable  attorneys'  fees,  against  any  party
litigant  in such Proceeding,  having  due regard to the  merits  and good faith
of  the  claims  or  defenses made by such party litigant; but the provisions of
this Section 8.5(c) shall not apply to:

             (i)      any Proceeding instituted by the Trustee;

             (ii)     any Proceeding  instituted by  any  Holder,  or  group  of
         Holders,   in  each  case  holding   in   the   aggregate   Outstanding
         Certificates  representing more than 10% of the Voting Rights; or

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             (iii)    any   Proceeding   instituted   by  any  Holder  for   the
         enforcement  of the payment of  principal,  premium or interest  on  or
         after the  respective due dates  expressed in such  Certificate and  in
         this  Agreement  (or,  in  the  case  of  redemption,  on  or after the
         redemption date).

             Section 8.6. Eligibility  Requirements for Trustee. (a) The Trustee
shall at all times satisfy the requirements of TIA Section  310(a).  The Trustee
hereunder shall at all times be a  corporation  which is not an Affiliate of the
Depositor (but may have normal  banking  relationships with the Depositor or any
obligor with  respect  to the  Underlying Securities with respect to such Series
of Certificates and their respective Affiliates)  organized  and  doing business
under the laws of any  State or the United States, authorized  under  such  laws
to exercise  corporate  trust powers,  having a combined  capital and surplus of
at least  $50,000,000 and subject  to  supervision  or examination by Federal or
State  authority.  If  such  corporation  or  association  publishes  reports of
conditions at least  annually,  pursuant  to  law  or to the   requirements   of
the  aforesaid supervising  or examining  authority,  then for the  purposes  of
this Section the combined capital and surplus of such corporation or association
shall be deemed to be its combined capital and surplus as set forth in its  most
recent report of conditions so published.  Such  corporation or association must
have  long  term  unsecured  debt  obligations  rated in one of the four highest
rating categories by the Rating Agency.

             (b)  The  Trustee  shall  comply  with  Section  310(b);  provided,
however,  that  there  shall  be  excluded  from  the  operation  of TIA Section
310(b)(1)  any  Series Supplement  under which other  securities are outstanding
evidencing ownership interest in obligations of the Underlying Securities Issuer
if  the  requirements  for  such  exclusion  set  forth in TIA Section 310(b)(1)
are met.

             Section 8.7. Resignation or Removal of the Trustee. (a) The Trustee
may,  with  respect  to  any  Series of Certificates, at any  time resign and be
discharged from any trust hereby created by giving written notice thereof to the
Depositor,  the Administrative  Agent, if any,  each  Rating  Agency  and to all
Certificateholders of such Series.  Upon receiving such notice  of  resignation,
the  Depositor  shall  promptly  appoint  a successor trustee for such Series by
written  instrument,  in duplicate,  which instrument shall be delivered to  the
resigning  Trustee and to the  successor  trustee.  A copy  of  such  instrument
shall be delivered to such Certificateholders and the Administrative  Agent,  if
any, by the Depositor. If no such  successor   trustee  shall   have   been   so
appointed  and  have  accepted appointment  within 30 days after the  giving  of
such notice of resignation,  the resigning  Trustee may  petition  any court  of
competent  jurisdiction  for the appointment of a  successor  trustee   for such
Series.

             (b)  If  at  any   time   the Trustee shall cease to be eligible in
accordance with the provisions  of  Section  8.6 and shall fail to resign  after
written  request therefor by the Depositor,  or if at any time the Trustee shall
become incapable of acting,  or shall be adjudged  bankrupt or  insolvent,  or a
receiver  of  the  Trustee or of its property shall be appointed,  or any public
officer  shall  take  charge  or  control  of the Trustee or of its  property or
affairs for the purpose of  rehabilitation,  conservation or liquidation,   then
the Depositor may remove the Trustee and appoint a successor trustee by  written
instrument,  in  duplicate,    which     instrument     shall  be  delivered  to
the  Trustee  so removed and to the successor trustee. A copy of such instrument

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shall be  delivered  to the Certificateholders and the Administrative Agent,  if
any, by the Depositor.

             (c)  The  Holders  of  Certificates of any Series representing  the
Required Percentage--Removal  of Trustee of the  aggregate  Voting Rights may at
any  time  remove  the  Trustee  and  appoint  a  successor  trustee  by written
instrument   or  instruments,  in  triplicate,  signed  by such Holders or their
attorneys-in-fact and  duly  authorized,  one  complete set of which instruments
shall be delivered to the  Depositor, one complete set to the Trustee so removed
and one complete set to the  successor  trustee  so  appointed.  A copy of  such
instrument  shall be delivered to the Certificateholders and the  Administrative
Agent, if any, by the Depositor.

             (d) Any  resignation  or removal of the Trustee and  appointment of
a successor trustee  pursuant  to any of the  provisions  of this  Section shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.8.

             Section 8.8. Successor Trustee. (a) Any successor trustee appointed
as provided in Section 8.7 shall  execute,   acknowledge  and  deliver  to   the
Depositor  and  to  its  predecessor  trustee  an  instrument  accepting    such
appointment  hereunder,  and  thereupon  the  resignation    or   removal of the
predecessor  trustee shall become effective and such successor trustee,  without
any  further  act,  deed  or conveyance,  shall become fully vested with all the
rights,  powers,  duties and obligations of its predecessor   hereunder  (either
with respect to a given Series of  Certificates   or   with   respect   to   all
Certificates issued under this Agreement), with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the  successor
trustee all documents and statements held by it hereunder, and the Depositor and
the predecessor  trustee shall  execute  and deliver  such  instruments  and  do
such other  things as may reasonably  be required for more fully  and  certainly
vesting and confirming in the successor trustee all such rights, powers,  duties
and  obligations.  No successor trustee shall accept appointment as  provided in
this Section unless at the time of such acceptance such successor  trustee shall
be eligible under the provisions of Section 8.6.

             (b) Upon     acceptance   of   appointment  by a successor  trustee
as provided in this Section,  the Depositor  shall  transmit  notice  of     the
succession of such trustee hereunder to all Holders of Certificates  and to  the
Rating Agency in the manner provided in Section 10.5.

             Section 8.9. Merger or Consolidation of Trustee. Any corporation or
association into which the  Trustee  may be merged or  converted  or with  which
it may be consolidated  or any  corporation  or  association  resulting from any
merger, conversion  or  consolidation  to which  the  Trustee  shall be a party,
or any corporation  or  association  succeeding to the business of the  Trustee,
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  or  association  shall  be  eligible   under    the
provisions of Section 8.6, without the execution or filing of any  paper  or any
further act on the part of any of the parties  hereto,  anything  herein  to the
contrary notwithstanding.

             Section 8.10. Appointment of  Co-Trustee  or  Separate Trustee. (a)
Notwithstanding any other provisions  hereof,  at any time, for  the  purpose of
meeting any legal requirements  of any  jurisdiction  in which  any part of  the
Trust          for           a  given        Series     may    at  the      time

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be located,  the Depositor and the Trustee acting jointly shall have  the  power
and shall  execute and deliver all  instruments  to appoint one or more  Persons
approved by the Trustee to act as co-trustee or co-trustees,  jointly  with  the
Trustee,  or separate trustee or separate  trustees,  of all or any part of such
Trust, and to vest in such Person or Persons, in such capacity,  such  title  to
such  Trust,  or any part  thereof,  and,  subject  to the  other provisions  of
this Section 8.10, such powers,  duties,  obligations,  rights and trusts as the
Depositor and the Trustee may consider necessary or desirable.  If the Depositor
shall not have joined in such appointment within 15 days after the receipt by it
of a  request  so to  do,  or in case  an Administrative Agent Termination Event
shall have occurred and be continuing, the Trustee alone shall have the power to
make such  appointment.  No  co-trustee  or  separate trustee hereunder shall be
required  to meet the terms of  eligibility as a successor trustee under Section
8.6 and no notice to  Holders  of  Certificates of the appointment of co-trustee
or  co-trustees or separate  trustee or trustees shall be required under Section
8.8.  Notwithstanding anything contained herein to the contrary, the appointment
of a co-trustee pursuant to this Section 8.10 shall not release the Trustee from
the  duties,  obligations,  responsibilities  or liabilities arising  under this
Agreement.

             (b)  In the case of any appointment  of  a  co-trustee  or separate
trustee  pursuant  to  this  Section  8.10,  all  rights,   powers,  duties  and
obligations  conferred or imposed upon the Trustee shall be conferred or imposed
upon and  exercised   or   performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of  any jurisdiction
in which any particular act or acts are to be performed by the Trustee  (whether
as Trustee  hereunder or as successor  to an Administrative   Agent  hereunder),
the  Trustee  shall  be incompetent or unqualified to perform  such act or acts,
in which event such rights,  powers,  duties  and  obligations  (including   the
holding of title to a Trust or any portion   thereof  in any such  jurisdiction)
shall be exercised and performed  by such  separate  trustee  or  co-trustee  at
the  direction  of the Trustee.

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

             (d)  Any  separate  trustee  or   co-trustee may,  at    any  time,
constitute  the  Trustee,  its  agent  or attorney-in-fact,  with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this 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
its estates,   properties,  rights,  remedies  and  trusts  shall vest in and be
exercised  by  the  Trustee,  to  the  extent  permitted  by  law,  without  the
appointment  of a new or  successor trustee.

             Section  8.11.  Appointment  of  Office  or  Agency.  As  specified
in a Series Supplement,  the  Trustee  shall  appoint an office or agency in the
City    of    New    York     where     the     Certificates  may be surrendered
for    registration    of    transfer   or    exchange,  and  presented  for the

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final  distribution  with respect thereto,  and where notices and demands to  or
upon the Trustee in respect of the  Certificates of the related Series and  this
Agreement may be served.

             Section 8.12.   Representations    and  Warranties of  Trustee. The
Trustee represents and warrants that:

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

             (ii)     neither  the  execution nor  the delivery by  the  Trustee
         of   this  Agreement,  nor  the  consummation by it of the transactions
         contemplated hereby  nor  compliance  by  it  with  any of the terms or
         provisions  hereof will violate its charter documents or by-laws;

             (iii)    the    Trustee   has  full  power,  authority and right to
         execute, deliver and perform  its duties and  obligations  as set forth
         herein and in each Series  Supplement  to which it is  a  party and has
         taken all  necessary action to authorize the  execution,  delivery  and
         performance by it of this Agreement; and

             (iv)     this   Agreement  has  been  duly  executed  and delivered
         by the Trustee and constitutes the legal, valid and binding  obligation
         of  the  Trustee,  enforceable  in  accordance  with its terms,  except
         as enforcement may be limited   by   applicable bankruptcy, insolvency,
         reorganization,  moratorium  or  similar  laws affecting the rights  of
         creditors  generally and  general   principles  of  equity  (regardless
         of  whether such enforceability is considered in a proceeding in equity
         or at law).

             Section 8.13.  Trustee   to   Act   Only   in  Accordance With This
Agreement or Pursuant to Instructions of  Certificateholders.  The Trustee shall
only take such action or shall  refrain  from  taking  such action   under  this
Agreement  as directed pursuant to a specific provision of this Agreement or, if
required hereunder, by all the  Certificateholders,  and the Trustee  shall  not
otherwise act in respect of a Trust;  provided,  however, that the Trustee shall
not  be  required  to  take  any  such  action  if  it reasonably determines, or
receives, at the expense of the Certificateholders,  an Opinion of Counsel (with
copies thereof delivered to the Certificateholders  and  the  Depositor)  to the
effect  that  such  action  is inconsistent with the purpose of such  Trust  set
forth in Section 2.7 or contrary to the terms hereof.

             Section 8.14.   Accounting   and   Reports  to  Certificateholders,
Internal Revenue Service and Others. The Trustee shall (a) maintain the books of
each  Trust  on a  calendar  year basis on the accrual method of accounting, (b)
after the close of each calendar year, deliver to each Certificateholder, as may
be required by the Code and applicable Treasury Regulations or  otherwise,  such
information for such year as may be required to enable  each   Certificateholder
to prepare its federal income tax returns,  (c)  as  specifically  directed   in
writing by the Depositor, file such tax returns relating to each Trust  and make
such elections as may from time to time be required  or  appropriate  under  any
applicable  state or federal statute  or  rule  or  regulation  thereunder so as
to  maintain  such Trust's characterization as other than an association taxable
as a  corporation  for federal income tax purposes, (d) cause  such tax  returns
to  be  signed     in     the     manner  required    by law   and   (e) collect
or          cause          to          be         collected  any     withholding

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tax as described in and in accordance with Section 4.4 with respect to income or
distributions to Certificateholders.

             Section 8.15. Signature on Returns. Except as required by law,  the
Trustee shall sign on behalf of the Trust any and all tax returns of such  Trust
presented  to it by the Depositor in final execution form.

                                   ARTICLE IX

                                   Termination

             Section  9.1.  Termination  upon  Purchase or  Liquidation  of  All
Underlying Securities.  (a) The  respective  obligations  and   responsibilities
under this Agreement of the Depositor,  the  Administrative  Agent, if any,  and
the Trustee (other  than  the  obligations  of any such Administrative  Agent to
provide   for   and  the  Trustee  to  make  distributions  to  Holders  of  the
Certificates of any given Series as hereafter set forth) shall  terminate   upon
the  distribution  to such Holders  of all  amounts  held in all  the   Accounts
for  such  Series or by an Administrative Agent, if any, and required to be paid
to such Holders  pursuant to this  Agreement on the Distribution Date coinciding
with or following the earlier to occur of (i) if and as  provided  in the Series
Supplement  for   such   Series, the purchase by, and at the sole option of, the
Administrative Agent, if  any,  as  provided in the Series  Supplement  for such
Series,  of all  remaining Underlying  Securities  for such Series in the  Trust
for such  Series on any Distribution  Date,  provided  that such  option  may be
exercised  only if the aggregate principal amount of such Underlying  Securities
at the time of any such purchase is less than 10% (or such other  percentage  as
may be specified in such Series Supplement) of the aggregate   principal  amount
of  all  Underlying Securities  deposited in such Trust as  of  the   applicable
Cut-off Date and (ii)  the  final  payment  on  or  other liquidation (which may
include redemption  or  other  purchase  thereof  by  the  applicable Underlying
Securities Issuer) (or any Advance with respect thereto) of the  last Underlying
Security  remaining  in  the  Trust  for such Series or the  disposition  of all
property  acquired upon  foreclosure  or  liquidation  of  any  such  Underlying
Security; provided, however, that in no event shall  the  trust  created  hereby
continue  beyond the expiration of 21 years from the death of the last  survivor
of  the  descendants  of  Joseph  P.  Kennedy, the late ambassador of the United
States to the Court of St.  James,  living on the date hereof.

             (b) The  Administrative   Agent  shall   exercise   its  option  to
purchase  all the Underlying  Securities  remaining in the  Trust  pursuant   to
clause  (i)  of  Section 9.1(a) not later than 91 days prior to the  anticipated
date of purchase  of  all  such  Underlying  Securities,   at  a price as may be
specified  in  the  applicable  Series  Supplement; provided, however, that such
price shall not be less than the then outstanding  aggregate  principal   amount
of such Underlying Securities  as  determined  on  the  date  of  purchase.  The
proceeds of such purchase will be deposited  into the  Certificate  Account  and
applied  in the  same   manner  and  priority  that  collections  on  Underlying
Securities would be applied as provided in the applicable Series Supplement.

             (c)  Written notice of any termination  shall be provided    as set
forth in Section 10.5.

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             (d)  Upon presentation and surrender of the Certificates   by   the
Certificateholders on the Final Scheduled Distribution Date, or the Distribution
Date  coinciding  with or next following the earlier to occur of the occurrences
specified  in  clauses  (i) and (ii) of  Section  9.1(a),  with  respect  to the
applicable  Series of Certificates,  the Trustee shall distribute to each Holder
presenting  and   surrendering   its   Certificates  (i)  the  amount  otherwise
distributable  on such  Distribution  Date in  accordance  with  Section  4.1 in
respect of the Certificates so presented and  surrendered,  if not in connection
with  the  purchase  by an  Administrative  Agent  or the  Depositor  of all the
Underlying  Securities or (ii) as specified in the applicable Series Supplement,
if in connection with an  Administrative  Agent's  purchase of all the remaining
Underlying Securities. Any funds not distributed on such Distribution Date shall
be set  aside  and held in  trust  for the  benefit  of  Certificateholders  not
presenting and  surrendering  their  Certificates in the aforesaid  manner,  and
shall be disposed of in accordance with this Section 9.1 and Section 4.1 hereof.
Immediately  following  the deposit of funds in trust  hereunder,  the Trust for
such Series shall terminate.

                                   ARTICLE X

                            Miscellaneous Provisions

             Section 10.1. Amendment. (a) This Agreement  may  be  amended  from
time to time by the Depositor and the Trustee  without  notice to or the consent
of any of the Certificateholders  for any of the following purposes: (i) to cure
any ambiguity or to correct or  supplement  any  provision  herein  which may be
defective or inconsistent  with  any  other   provision  herein;  (ii) to add or
supplement  any  Credit  Support  for  the  benefit  of  any  Certificateholders
(provided  that  if  any  such  addition  affects  any   series   or  class   of
Certificateholders   differently   than   any   other   series   or   class   of
Certificateholders, then such addition will not, as evidenced  by an  Opinion of
Counsel,  have a material adverse effect on the interests of any affected Series
or Class of  Certificateholders);  (iii) to add to  the  covenants, restrictions
or  obligations  of  the  Depositor,  the  Administrative  Agent, if any, or the
Trustee  for  the  benefit  of  the Certificateholders;  (iv) to  add, change or
eliminate  any  other provisions  with  respect  to matters or questions arising
under this Agreement; (v) to comply with any  requirements  imposed by the Code;
(vi) to  evidence  and provide for the acceptance of appointment  hereunder of a
Trustee other than U.S. Bank National Association,   as  Trustee for a Series of
Certificates,  and to add to or change any of the  provisions of this  Agreement
as  shall  be  necessary to provide for or facilitate the  administration of the
separate Trusts hereunder by more than one Trustee, pursuant to the requirements
of Section  5.1; (vii) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Certificates of one or more
Series or to add or change any of the provisions of this  Agreement as shall  be
necessary  to  provide  for  or  facilitate  the  administration  of  the trusts
hereunder, so long as (x) any such amendment described in (i) through (vii) will
not, as evidenced by an Opinion of Counsel, cause the applicable  Trust  (unless
otherwise  specified in a related  Series Supplement)  to fail to  qualify  as a
grantor  trust  for  federal income tax purposes or result in a sale or exchange
of any Certificate for tax purposes and (y)  the  Trustee  has  received written
confirmation  from  each  Rating  Agency  rating  such  Certificates  that  such
amendment will not cause such Rating Agency rating such  Certificates  to reduce
or  withdraw  the  then  current  rating  thereof;  or (viii) to provide for the
issuance of a new Series of Certificates pursuant to a Series  Supplement issued
hereunder pursuant to Sections 5.1 and 5.13.

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             (b)  Without limiting the generality of the foregoing, with respect
to any Series this Agreement may also be modified or amended  from  time to time
by  the  Depositor   and  the  Trustee  with  the   consent  of the  Holders  of
Certificates representing the Required  Percentage--Amendment  of  the aggregate
Voting Rights of those  Certificates  to  which  such  modification or amendment
relates for the purpose of adding any provisions to or changing in any manner or
eliminating  any  of the  provisions  of  this  Agreement or of modifying in any
manner  the  rights  of  the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or alter the timing
of,  payments  received  on  Underlying  Securities  which  are  required  to be
distributed on any  Certificate without the  unanimous  consent  of the  Holders
of  such  Certificates,  (ii)  adversely  affect  in  any  material  respect the
interests  of  the  Holders  of  any  Series (or  Class  within  such Series) of
Certificates  in a manner other than as described  in (i),  without  the consent
of the Holders of  Certificates of such Series or Class evidencing not less than
the Required  Percentage--Amendment  of the  aggregate  Voting  Rights  of  such
Series  or Class or  (iii)  reduce  the percentage of aggregate  Voting   Rights
required  by (ii),  as  described in (ii), without the consent of the Holders of
all Certificates of such Series or Class then Outstanding;  and provided further
that the Depositor shall furnish to the Trustee an Opinion  of  Counsel  (unless
otherwise indicated in a related Series Supplement) stating that, in the opinion
of such counsel, any such amendment would not affect the characterization of the
applicable  Trust  as  a  "grantor  trust"  for  federal  income  tax  purposes.
Notwithstanding  any other provision of this Agreement,  for  purposes  of   the
giving or withholding of consents  pursuant to this  Section 10.1,  Certificates
registered in the name of the Depositor, or any  Affiliate  thereof,   shall  be
entitled to Voting Rights  with  respect to matters affecting such Certificates;
and  provided  further  that  in  the  event the Rating Agency  Condition is not
satisfied  with  respect  to  such  modification   or  amendment,  the  Required
Percentage--Amendment shall be increased to require  an  aggregate percentage of
the aggregate Voting Rights in the amount specified,  if any, in  the applicable
Series Supplement. Notwithstanding any other provision of this Agreement,   this
Section  10.1(b)  shall  not  be  amended  without  the unanimous consent of the
Holders of all such Certificates.

             (c)  Promptly  after  the   execution  of  any  such   amendment or
modification,  the   Trustee  shall  furnish  a  copy   of   such  amendment  or
modification  to  each Certificateholder  of the affected Series or Class and to
the  Rating  Agency.  It  shall   not   be   necessary   for   the   consent  of
Certificateholders  under this Section to  approve  the  particular  form of any
proposed  amendment,  but it shall be sufficient if such consent shall   approve
the substance  thereof. The manner of obtaining  such consents and of evidencing
the  authorization  of  the  execution  thereof  by  Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

             Section 10.2.   Counterparts.  This  Agreement  may  be    executed
simultaneously in any number of counterparts,  each of which  counterparts shall
be deemed to be an original, and  such counterparts shall constitute but one and
the  same instrument.

             Section  10.3.  Limitation  on  Rights of  Certificateholders.  (a)
The death or incapacity of any Certificateholder shall not operate to  terminate
this Agreement or the Trust,  nor   entitle   such   Certificateholder's   legal
representatives  or  heirs  to claim an  accounting  or to take  any  action  or
proceeding in any court for a partition or winding up of the  applicable  Trust,
nor otherwise  affect the rights,  obligations  and  liabilities  of the parties
hereto or any of then.

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             (b)  No Certificateholder of a given Series shall have any right to
vote (except as  expressly  provided  for   herein) or in any  manner  otherwise
control  the  operation  and  management of any Trust, or the obligations of the
parties hereto, nor  shall anything  herein  set  forth,  or  contained  in  the
terms   of   the   Certificates,   be   construed   so   as  to  constitute  the
Certificateholders from time to time as partners or members of an   association;
nor shall any Certificateholder  be under any  liability  to any third person by
reason  of  any  action  taken  by the parties to this Agreement pursuant to any
provision hereof.

             (c)  No Certificateholder of a given Series shall have any right by
virtue of any provision of this  Agreement  to institute  any suit,   action  or
proceeding in equity or at law upon or under or with respect to this  Agreement,
unless (i) such  Holder  previously  shall  have given to the  Trustee a written
notice of breach and of the continuance  thereof and  unless  also  the  Holders
of Certificates of such   Series   evidencing   not  less   than  the   Required
Percentage--Remedies  of the  aggregate  Voting Rights of such Series shall have
made  written  request  upon the  Trustee  to  institute  such  action,  suit or
proceeding  in its own name as Trustee  hereunder  and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs,  expenses
and liabilities to be incurred therein or thereby,  and the Trustee, for 15 days
after its receipt of such  notice,  request and offer of  indemnity,  shall have
neglected or refused to institute  any such action,  suit or  proceeding.  It is
understood  and  agreed  that the  Trustee  shall not be  obligated  to make any
investigation  of matters arising under this Agreement or to institute,  conduct
or defend any litigation  hereunder or in relation hereto at the request,  order
or  direction  of any  Certificateholders  unless such  Certificateholders  have
offered to the Trustee the reasonable indemnity referred to above. It is further
understood and agreed,  and expressly  covenanted by each  Certificateholder  of
each Series with every other  Certificateholder  of such Series and the Trustee,
that no one or more Holders of  Certificates of such Series shall have any right
in any manner  whatever by virtue of any provision of this  Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the  Certificates
of such Series,  or to obtain or seek to obtain  priority  over or preference to
any other such Holder,  or to enforce any right under this Agreement,  except in
the manner herein provided and for the equal,  ratable and common benefit of all
Certificateholders  of such Series.  For the protection  and  enforcement of the
provisions of this  Section,  each and every  Certificateholder  and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

             Section 10.4.  Governing Law. This  Agreement  shall be governed by
and construed in  accordance  with the laws of the State of New York  applicable
to agreements made and to be  performed  entirely therein  without  reference to
such State's principles of  conflicts  of law to the extent that the application
of  the  laws  of  another  jurisdiction  would  be  required  thereby,  and the
obligations,  rights and remedies of the parties  hereunder  shall be determined
in accordance  with such laws.

             Section 10.5.  Notices.   All   directions,  demands  and   notices
hereunder  shall  be  in  writing  and  shall  be  delivered as set forth in the
applicable Series Supplement. Any notice  required to be provided to a Holder of
a Certificate shall be given by first class mail, postage  prepaid,  at the last
address of such Holder as shown  in the  Certificate  Register.  Any  notice  so
mailed  within  the  time  prescribed  in  this  Agreement shall be conclusively
presumed  to  have  been  duly  given  when   mailed,   whether   or   not   the
Certificateholder receives such notice.

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             Section 10.6. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this  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 this Agreement and shall in no way  affect  the  validity
or  enforceability  of  the  other  provisions  of  this  Agreement  or  of  the
Certificates or the rights of the Holders thereof.

             Section 10.7.  Notice to Rating  Agency.  The Trustee shall use its
best efforts promptly  to provide  notice to each Rating  Agency with respect to
each of the following of which it has actual knowledge:

             (i)      any change or amendment to this Agreement;

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

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

             (iv)     the appointment of a successor Trustee;

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

             (vi)     the  final payment to Holders of the  Certificates  of any
          Class;

             (vii)    any  change  in  the  location of the Certificate Account;
          and

             (viii)   any  event  that  would   result in the  inability  of the
          Trustee to make Advances.

In addition,  the Trustee shall promptly furnish to each Rating Agency copies of
each   report  to   Certificateholders   described   in  Section   4.2  and  the
Administrative Agent, if any, or otherwise the Trustee shall promptly furnish to
each Rating Agency copies of the following:

             (i)    each annual statement as to compliance described  in Section
          3.15; and

             (ii)   each  annual  independent  public   accountants'   servicing
          report described in Section 3.16.

Any such notice pursuant to this Section shall be in writing and shall be deemed
to have been duly given if  personally  delivered or mailed by first class mail,
postage  prepaid,  or by express  delivery  service to each Rating Agency at the
address specified in the applicable Series Supplement.

             Section 10.8. Grant of Security Interest. It is the express  intent
of    the     parties    hereto  that  each  conveyance   of   any    Underlying
Securities  by   the    Depositor    to   the  Trustee  be,   and  be  construed
as,   a   sale   of  the  Underlying   Securities  by   the  Depositor and not a
pledge   of    or   grant   of  a   security    interest  in    any   Underlying
Securities    by    the   Depositor   to   secure   a debt  or  other obligation
of the Depositor. However, in the event that, notwithstanding the aforementioned

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intent of the parties, any Underlying  Securities are held to be property of the
Depositor,   then;   (1)  it  is  the  express   intent of the parties that such
conveyance  be a pledge of or grant of a  security  interest  in such Underlying
Securities by the Depositor to the Trustee to secure a debt or other  obligation
of the Depositor and (b)(1) this  Agreement  shall also be a security  agreement
within  the  meaning  of  Articles 8 and 9 of the Uniform  Commercial Code as in
effect from time to time in the State of New York, or such other State as may be
specified in the related Series Supplement;  (2) the conveyance  provided for in
Section  2.1  shall  be a grant by the  Depositor  to the  Trustee of a security
interest  in  all  the  Depositor's  right,  title  and  interest in and to such
Underlying Securities and all amounts payable to the  holders of such Underlying
Securities  in  accordance  with  the  terms  thereof  and  all  proceeds of the
conversion, voluntary or involuntary, of the foregoing  into  cash, instruments,
securities or other  property,  including all amounts from time to time held  or
invested in the applicable Certificate Account, whether  in  the  form  of cash,
instruments,  securities or other property; (3) the obligations secured by  such
security agreement  shall  be  all  the  Depositor's  obligations   under   this
Agreement,  including the  obligation to provide to the  Certificateholders  the
benefits  of this  Agreement  relating  to such  Underlying  Securities  and the
applicable  Trust; and (4)  notifications to persons holding such property,  and
acknowledgements,  receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgements, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security  interest under  applicable law. The
Depositor  shall  direct  the  Trustee,  to  the  extent  consistent  with  this
Agreement,  to take such actions as may be  necessary  to ensure  that,  if this
Agreement  were  deemed  to  create  a  security   interest  in  the  Underlying
Securities,  such security  interest would be deemed to be a perfected  security
interest of first priority  under  applicable law and will be maintained as such
for so long as any of the  Underlying  Securities  remain  outstanding.  Without
limiting the  generality  of the  foregoing,  the Trustee,  upon receipt of such
direction, shall file, or shall cause to be filed, all filings identified by the
Depositor to be necessary to maintain the  effectiveness of any original filings
identified by the Depositor to be necessary under the Uniform Commercial Code as
in effect in any jurisdiction to perfect the Trustee's  security  interest in or
lien on the Underlying Securities, including (x) continuation statements and (y)
such  other  statements  as may be  occasioned  by (1) any change of name of the
Depositor or the  Trustee,  (2) any change of location of the place of business,
the chief executive  office, or jurisdiction of organization of the Depositor or
(3) any transfer of any interest of the Depositor in any Underlying Security.

             Section 10.9.  Nonpetition  Covenant.  Notwithstanding   any  prior
termination of this Agreement, each of the Trustee (including any   co-trustee),
the Administrative Agent, if  any, (including  any   Sub-Administrative   Agent,
Authenticating  Agent,  Calculation  Agent,  or Paying  Agent) and the Depositor
agrees that it shall not, until the date which is one year and one day after the
earlier of a Trust Termination Event or the Final Scheduled  Distribution  Date,
acquiesce,  petition or otherwise invoke or cause the applicable Trust to invoke
the  process  of the  United  States of  America,  any State or other  political
subdivision thereof or any entity exercising executive,  legislative,  judicial,
regulatory or  administrative  functions of or pertaining to government  for the
purpose of  commencing  or  sustaining  a case by or against  the Trust  under a
Federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the  Trust or all or any  part of the  property  or  assets  of the  Trust or
ordering the winding up or liquidation of the affairs of the Trust.

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             Section 10.10. No  Recourse. Provided that there exists no  default
on the Underlying Securities, neither the Trustee  (including  any  co-trustee),
the Administrative Agent, if  any  (including  any   Sub-Administrative   Agent,
Authenticating  Agent,  Calculation  Agent,  or Paying  Agent) nor the Depositor
shall have any recourse to the  Underlying  Securities,  except as  specifically
provided in the related Series Supplement.

             Section 10.11. Article  and  Section  References.  All  article and
section references used in this Agreement,  unless otherwise  provided,  are  to
articles and sections in this Agreement.

             Section 10.12. Conflict with Trust Indenture Act.

             (a)  If any provision hereof limits, qualifies  or  conflicts  with
another  provision  hereof  that is required to be included in this Agreement by
any of the provisions of the TIA, such required provision shall control.

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

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             IN  WITNESS  WHEREOF,   the  Depositor  and the Trustee have caused
their names to be signed  hereto by their  respective  officers  thereunto  duly
authorized, in each case as of the day and year first above written.



                                             STRUCTURED OBLIGATIONS CORPORATION,
                                             as Depositor


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


                                             U.S. BANK NATIONAL ASSOCIATION , as
                                             Trustee


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