MORGAN STANLEY - TRUST AGREEMENT AS OF AUGUST 19, 1993

MpRGAN STANLEY Thousand Four Hundred Fifteen Dollars ($17,745,415.00) and shall be derived from the Series A Reserve Fund (the "Reserve Fund") established under the Trust Agreement. During the term hereof, on any Business Day, the Trustee may decrease the Purchase Price of the Repurchase Transaction to be effected on such Business Day (a "Transaction Reduction") by an amount determined by the Buyer, in its sole discretion, less than or equal to the Purchase Price of the immediately preceding Repurchase Transaction, provided however, (i) if any portion of the funds to be received by the Buyer as a result of a Transaction Reduction is to be used for any purpose other than to satisfy a deficiency in the Series A Interest Fund, the Series A Principal Fund or the Series A Redemption Fund in accordance with the terms of the Trust Agreement (a "Deficiency") and (ii) if the bid- side price of the United States Treasury Note 8 7/8% due August 15, 2017, as quoted in the Wall Street Journal (New York Edition) (the "Bid Price") is less than the relevant reference price, as set forth in Schedule B attached hereto (the "Reference Price"), then, as a condition of the Buyer effecting such portion of the Transaction Reduction, the Authority shall have paid to Morgan Stanley a market value adjustment fee in an amount equal to the product of (i) the Reference Price minus the Bid Price and (ii) that fraction, the numerator of which is the dollar amount of that portion of the Transaction Reduction used for any purpose other than to satisfy a Deficiency, and the denominator of which is 100. The Buyer may increase the Transaction Amount in accordance with the terms hereof by an amount equal to that portion of any Transaction Reduction used to satisfy a Deficiency (a "Transaction Addition"). The Buyer shall give Morgan Stanley at least five (5) Business Day's notice of the amount of each such Transaction Addition or Transaction Reduction, as the case may be. The Authority represents and warrants that the Repurchase Transactions contemplated hereunder constitute an "Investment Security" for the Reserve Fund in accordance with the terms of the Trust Agreement and are a permitted investment in accordance with any laws (including without limitation, the Act), rules, regulations, agreements or instruments applicable to the Reserve Fund and the Authority. 2. The differential between the Sale Price and the Repurchase Price for each Repurchase Transaction (the "Price Differential") shall be calculated at the rate of Six and Five and One-Half One-Hundredths Percent (6.0550 on the basis of a 360 day year consisting of twelve (12) thirty (30) day months, until the Termination Date (as hereinafter defined). The Price Differential shall be paid ten (10) Business Days prior to the first Business Day of each March and September during the term hereof, and on the Termination Date.