efc9-0383_6836948exh412.htm


    Exhibit
4.1.2

    


     

    


     

    


     

    FORM
OF

     

    SERIES
SUPPLEMENT

     

    FINANCIAL
LIQUIDITY AGGREGATED SECURITIES TRUST CERTIFICATES

     

    SERIES
20[ ]-[ ] TRUST

     

    


     

    between

     

    


     

    CREDIT
SUISSE ASSET REPACKAGING DEPOSITOR LLC

     

    as
Depositor

     

    


     

    and

     

    


     

    [NAME OF
TRUSTEE]

     

    as
Trustee

     

    


     

    FINANCIAL
LIQUIDITY AGGREGATED SECURITIES TRUST CERTIFICATES

     

    


     

    Dated as
of [________], 2009

     

    


     

     FINANCIAL
LIQUIDITY AGGREGATED SECURITIES TRUST CERTIFICATES

     

    Series
20[ ]-[ ] TRUST

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    Page

     

    
      	
              Section
      1.

            	
              Incorporation
      of Standard Terms

            	
              1

            
	 
      	 
      	 
      
	
              Section
      2.

            	
              Definitions

            	
              1

            
	 
      	 
      	 
      
	
              Section
      3.

            	
              Creation
      and Declaration of Trust; Sale of Underlying TLG Debt Securities;
      Acceptance by Trustee

            	
              6

            
	 
      	 
      	 
      
	
              Section
      4.

            	
              Designation.

            	
              7

            
	 
      	 
      	 
      
	
              Section
      5.

            	
              Satisfaction
      of Conditions to Execution and Delivery of Trust
    Certificates

            	
              7

            
	 
      	 
      	 
      
	
              Section
      6.

            	
              Distributions

            	
              9

            
	 
      	 
      	 
      
	
              Section
      7.

            	
              Trustee’s
      Fees and Expenses

            	
              10

            
	 
      	 
      	 
      
	
              Section
      8.

            	
              Resignation
      or Removal of the Trustee; Appointment of Successor
Trustee

            	
              10

            
	 
      	 
      	 
      
	
              Section
      9.

            	
              Additional
      Depositor Representations

            	
              10

            
	 
      	 
      	 
      
	
              Section
      10.

            	
              Exchange
      Act Reporting.

            	
              10

            
	 
      	 
      	 
      
	
              Section
      11.

            	
              Certain
      Matters Related to the Underlying TLG Debt Securities.

            	
              20

            
	 
      	 
      	 
      
	
              Section
      12.

            	
              Miscellaneous.

            	
              23

            
	 
      	 
      	 
      
	
              Section
      13.

            	
              Counterparts

            	
              24

            
	 
      	 
      	 
      
	
              Section
      14.

            	
              Entire
      Agreement

            	
              24

            
	 
      	 
      	 
      
	
              Section
      15.

            	
              Termination
      of the Trust

            	
              24

            
	 
      	 
      	 
      
	
              Section
      16.

            	
              Non-Recourse

            	
              25

            
	 
      	 
      	 
      
	
              Section
      17.

            	
              Sale
      of Conveyed Assets

            	
              25

            
	 
      	 
      	 
      
	
              Section
      18.

            	
              No
      Affiliation

            	
              26

            


    

    


    
      	
              SCHEDULE
      I

            	
              SERIES
      200[ ]-[ ] UNDERLYING TLG DEBT SECURITIES SCHEDULE

            
	
              EXHIBIT
      A

            	
              STANDARD
      TERMS FOR TRUST AGREEMENTS

            
	
              EXHIBIT
      B

            	
              TRUST
      RECEIPT

            


    


    
      
         


      

      
        i 


        
          

        

      

      
         


      

    


    


    
      	
              EXHIBIT
      C

            	
              FORM
      OF FINANCIAL LIQUIDITY AGGREGATED SECURITIES TRUST CERTIFICATE SERIES
      20[   ]-[   ]

            
	
              EXHIBIT
      D

            	
              ADDITIONAL
      FORM 10-D DISCLOSURE

            
	
              EXHIBIT
      E

            	
              ADDITIONAL
      FORM 10-K DISCLOSURE

            
	
              EXHIBIT
      F

            	
              FORM 8-K
      DISCLOSURE INFORMATION

            
	
              EXHIBIT
      G

            	
              FORM
      OF PERFORMANCE CERTIFICATION

            
	
              EXHIBIT
      H

            	
              [FORM
      OF] SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
      STATEMENT

            
	
              EXHIBIT
      I

            	
              ADDITIONAL
      DISCLOSURE NOTIFICATION

            
	
              EXHIBIT
      J

            	
              FORM
      OF UNDERLYING TLG NOTE

            
	
              EXHIBIT
      K

            	
              FORM
      OF TLG PROGRAM DEMAND NOTICE

            


    

    


    



    
      
         


      

      
        ii 


        
          

        

      

      
         


      

    


    SERIES
SUPPLEMENT, Series 20[ ]-[ ], dated as of [________], 200[ ] (the “Series
Supplement”), by and between CREDIT SUISSE ASSET REPACKAGING DEPOSITOR LLC, as
Depositor (the “Depositor”), and [NAME OF TRUSTEE] as Trustee (the “Trustee”)
and Securities Intermediary (the “Securities Intermediary”).

     

    W I T N E
S S E T H:

     

    WHEREAS,
the Depositor desires to create this Trust (the “Trust”) by executing and
delivering this Series Supplement, incorporating the terms of the Standard Terms
for Trust Agreements, dated as of [_______], 200[ ] (the “Standard Terms” and
together with this Series Supplement, the “Trust Agreement”), by and between the
Depositor, the Trustee and the Securities Intermediary, as modified by this
Series Supplement;

     

    WHEREAS,
the Depositor desires to Transfer (as defined herein) the Conveyed Assets (as
defined herein) to the [Trustee for the benefit of the
Certificateholders][Trust];

     

    WHEREAS,
in connection with the creation of the Trust and the Transfer (as defined
herein) of the Conveyed Assets to the Trustee for the benefit of the
Certificateholders, the parties hereto desire to provide for the issuance of the
Certificates (as defined herein) evidencing the entire undivided beneficial
ownership interests in the assets of the Trust; and

     

    WHEREAS,
the Trustee has joined in the execution of the Standard Terms and this Series
Supplement to evidence the acceptance by the Trustee of the Trust.

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
expressed herein, it is hereby agreed by and between the Depositor, the Trustee
and the Securities Intermediary as follows:

     

    Section
1. Incorporation of Standard
Terms.  Except as otherwise provided herein, the provisions of
the Standard Terms are incorporated herein by reference and this Series
Supplement and the Standard Terms shall together form a single agreement between
the parties.  In the event of any inconsistency between the provisions
of this Series Supplement and the provisions of the Standard Terms, the
provisions of this Series Supplement will control with respect to the Financial
Liquidity Aggregated Securities, Series 200[ ]-[ ] Trust Certificates and
the transactions described herein.

     

    Section
2. Definitions.  Except
as otherwise specified herein or as the context may otherwise require, the
following terms shall have the respective meanings set forth below for all
purposes under this Series Supplement.  Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Standard
Terms.

     

    “10-K
Filing Deadline” shall have the meaning specified in Section 10(d)(i)
hereof.

     

    “Accounting
Firm Attestation” shall have the meaning specified in Section 10(f)(ii)
hereof.

     

    “Additional
Disclosure Notification” shall have the meaning specified in
Section 10(b)(ii) hereof.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Additional
Form 8-K Disclosure” shall have the meaning specified in
Section 10(c)(i) hereof.

     

    “Additional
Form 10-D Disclosure” shall have the meaning specified in
Section 10(b)(i) hereof.

     

    “Additional
Form 10-K Disclosure” shall have the meaning specified in
Section 10(d)(i) hereof.

     

    “Assessment
of Compliance” shall have the meaning specified in Section 10(f)(i)
hereof.

     

    “Available
Funds” shall have the meaning specified in the Standard Terms[, except that
[         ]].

     

    “Basic
Documents” shall mean the Trust Agreement, each Securities Purchase Agreement
and [         ].

     

    “Business
Day” shall mean [insert Business Day convention from Underlying TLG Debt
Security].

     

    “Certificate
Account” shall mean that certain account entitled “Series 20[ ]-[ ] Financial
Liquidity Aggregated Securities Certificate Account”, as maintained by the
Trustee on behalf of the Certificateholders.

     

    “Certificate
Principal Balance” shall have the meaning specified in the Standard
Terms.

     

    “Certificates”
shall have the meaning specified in Section 4 hereof.

     

    “Certification
Parties” shall have the meaning specified in Section 10(e)
hereof.

     

    “Certifying
Person” shall have the meaning specified in Section 10(e)
hereof.

     

    “Closing
Date” shall mean [         ],
20[  ].

     

    “Conveyed
Assets” shall have the meaning specified in Section 3(b)
hereof.

     

    “Corporate
Trust Office” shall mean the office of
[         ] at
[         ].

     

    “Cut-Off
Date” with respect to the Underlying TLG Debt Securities shall mean
[[     ], 20[ ]][the Closing Date].

     

    “Depository”
the initial Depository shall be The Depository Trust Company, the nominee of
which is Cede & Co., as the registered Certificateholder.

     

    “Distribution
Statement” shall have the meaning specified in Section 10(b)(i)
hereof.

     

    “Exchange
Act Reports” shall mean any reports on Form 10-D, Form 8-K and
Form 10-K required to be filed with respect to the Trust under the Exchange
Act.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Expense
Reserve Account” shall mean that certain account entitled “Expense Reserve
Account (Series 20[ ]-[ ]),” as maintained by the Trustee on
behalf of the Trustee [and the Administrative Agent].]

     

    [“Fitch”
shall mean Fitch, Inc., doing business as “Fitch Ratings,” and any successor
thereto].

     

    “Form 8-K
Disclosure Information” shall have the meaning specified in
Section 10(c)(i) hereof.

     

    “Indemnifying
Party” shall have the meaning specified in Section 10(h)(i)
hereof.

     

    “Interest
Distribution Date” shall mean the Underlying Interest Payment Date or if such
day is not a Business Day, the following Business Day.

     

    “Master
Agreement Signature Page” with respect to each TLG Debt Security Issuer,
the Master Agreement signature page to such TLG Debt Security Issuer’s
Master Agreement.

     

     [“Moody’s”
shall mean Moody’s Investors Service, Inc., and any successor
thereto.]

     

    “Ordinary
Expenses” shall have the meaning specified in the Standard Terms.

     

    “PCAOB”
shall mean the Public Company Accounting Oversight Board.

     

    “Performance
Certification” shall have the meaning specified in Section 10(e)
hereof.

     

    [“Prepaid
Ordinary Expenses” shall be
$[         ] for this
Series.]

     

    “Private
Placement Agreement” with respect to each Underlying TLG Debt Security
Issuer, shall mean each placement agreement, dated as of
[    ], between each of the placement agents of the
Underlying TLG Debt Securities and such TLG Debt Security Issuer.

     

    “Prospectus”
shall mean the Prospectus, dated
[         ], 20[  ],
relating to the Certificates.

     

    “Prospectus
Supplement” shall mean the Prospectus Supplement, dated
[         ], 20[  ],
relating to the Certificates.

     

    “Rating
Agency” shall mean [each of] [Moody’s, S&P and Fitch.]

     

    “Rating
Agency Condition” shall have the meaning specified in the Standard
Terms.

     

    “Regulation
AB” shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time
to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed.  Reg. 1,506, 1,531
(Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by
the Commission or its staff from time to time.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Relevant
Servicing Criteria” shall mean the Servicing Criteria applicable to the various
parties, as set forth on Exhibit [H] attached hereto.  For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria.  With respect to a Reporting
Subcontractor engaged by the Trustee, any Administrative Agent or any
Sub-Administrative Agent, the term “Relevant Servicing Criteria” may refer to a
portion of the Relevant Servicing Criteria applicable to such
parties.

     

    “Reportable
Event” shall have the meaning specified in Section 10(c)(i)
hereof.

     

    “Reporting
Party” shall mean the Depositor, the Trustee, each Administrative Agent, if any,
each Sub-Administrative Agent, if any, and any other material transaction party
as may be mutually agreed between the Depositor and the Trustee from time to
time for the purpose of complying with the requirements of the
Commission.

     

    “Reporting
Servicer” shall have the meaning specified in Section 10(d)(i)
hereof.

     

    “Reporting
Subcontractor” shall mean with respect to the Trustee or each other Reporting
Servicer (whether directly or through any agent), any Subcontractor determined
by such Person pursuant to Section 10(g)(ii) hereof to be “participating in
the servicing function” within the meaning of Item 1122 of Regulation AB,
including any Sub-Administrative Agent.  References to a Reporting
Subcontractor shall refer only to the Subcontractor of such Person and shall not
refer to Subcontractors generally.

     

    [“Required
Percentage—Amendment” shall mean [specify if different from Standard
Terms].]

     

    [“Required
Percentage—Direction of Trustee” shall mean [specify if different from Standard
Terms].]

     

    [“Required
Percentage—Remedies” shall mean [specify if different from Standard
Terms].]

     

    [“Required
Percentage—Removal” shall mean [specify if different from Standard
Terms].]

     

    “Reserved
Extraordinary Trust Expense Amount” shall be $[     ]
for this Series.

     

    “Reserved
Ordinary Expense Amount” shall be $[     ] for this
Series.

     

    [“S&P”
shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill
Companies, Inc., and any successor thereto.]

     

    “Sarbanes-Oxley
Act” shall mean the Sarbanes-Oxley Act of 2002 and the rules and regulations of
the Commission promulgated thereunder (including any interpretations thereof by
the Commission’s staff).

     

    “Sarbanes-Oxley
Certification” shall mean a written certification signed by a senior officer of
the Trustee in charge of the servicing function that complies with (i) the
Sarbanes-

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Oxley Act
of 2002, as amended from time to time (and the rules and regulations of the
Commission promulgated thereunder (including any interpretations thereof by the
Commission’s staff), and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d),
as in effect from time to time.

     

    “Securities
Purchase Agreement” with respect to each Underlying TLG Debt Security,
shall mean each securities purchase agreement, dated as of
[     ], between the Depositor and such TLG Debt
Security Issuer.

     

    “Series”
shall mean the Financial Liquidity Aggregated Securities Trust, Series 20[
]-[ ].

     

    “Servicing
Criteria” shall mean the “servicing criteria” set forth in Item 1122(d) of
Regulation AB, as the same may be amended from time to time.

     

    “Stated
Maturity” shall mean the Stated Maturity of each Underlying TLG Debt Security,
as set forth on Schedule I hereto.

     

    “Subcontractor”
shall mean any vendor, subcontractor or other Person that is not responsible for
the overall servicing of assets but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB under the direction or
authority of the Trustee or a Reporting Servicer.

     

    “TLG Debt
Security” shall have the meaning specified in the Standard Terms.

     

    “TLG Debt
Security Issuers” shall mean the issuers of the Underlying TLG Debt Securities
set forth on Schedule I hereto.

     

    “Trust
Estate” shall mean (a) the Conveyed Assets, (b) the Certificate Account and all
amounts on deposit therein or credited thereto, (c) all of the Trust’s rights as
a third party beneficiary under each Private Placement Agreement and each
Securities Purchase Agreement, (d) all payments on or under and all proceeds of
any of the foregoing (including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, causes of
action, rights to payment of any and every kind and other forms of obligations,
receivables, instruments and other property which at any time constitute all or
part of or are included in the proceeds of any of the foregoing) and (e) the
Trust’s rights under each agreement to which it is a party.

     

    “Trustee
Fee” shall mean the amount paid to the Trustee by the Trust in equal
[monthly][quarterly][semi-annual] installments on [each][each other] Interest
Distribution Date which will be
[               ].  The
Trustee Fee shall constitute an Ordinary Expense.

     

    “Underlying
Interest Payment Date” means for each Underlying TLG Debt Security, the
scheduled interest payment date set forth on Schedule I hereto.

     

    “Underlying
TLG Debt Securities” shall mean the TLG Debt Securities set forth on Schedule I
hereto.

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Underlying
TLG Debt Security Voting Rights” shall have the meaning specified in Section
11(b) hereof.

     

    “Underlying
TLG Note” shall have the meaning specified in the Standard Terms and shall be
substantially in the form of Exhibit J hereto.

     

    “Underwriting
Agreement” shall mean that certain agreement, dated as of
[         ], between the Depositor
and Credit Suisse Securities (USA) LLC and Morgan Keegan & Company, Inc., as
the representatives of the several underwriters party thereto.

     

    Section
3. Creation and Declaration of
Trust; Sale of Underlying TLG Debt Securities; Acceptance by
Trustee.  (a) The Trust, of which the Trustee is the trustee,
is hereby created under the laws of the State of New York for the benefit of the
holders of the Certificates.  The Trust shall be
irrevocable.  The Trust created hereby shall be known as the
“Financial Liquidity Aggregated Securities, Series 20[ ]-[ ]
Trust.”

     

    (b) The
Depositor does hereby Transfer to the [Trustee, on behalf and for the benefit of
the Certificateholders][Trust], without recourse, all right, title and interest
of the Depositor, including any security interest therein for the benefit of the
Depositor, in, to and under the Underlying TLG Debt Securities and all payments
on or under and all proceeds of the Underlying TLG Debt Securities,
including payments by the FDIC pursuant to the FDIC Guarantee and all proceeds
of the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, causes of action, rights to payment of any and every kind
and other forms of obligations, receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (together, the “Conveyed Assets”) in exchange for the
Certificates.

     

    (c) The
Trustee hereby (i) acknowledges such Transfer pursuant to
subsection (b) above, and receipt by it of the Conveyed Assets and each of
the documents referred to in Section 5(a) hereof, (ii) accepts the
trusts created hereunder in accordance with the provisions hereof and of the
Standard Terms including the Trustee’s obligation, as and when the same may
arise, to make any payment or other distribution of the assets of the Trust as
may be required pursuant to this Series Supplement, the Standard Terms and the
Certificates and (iii) declares that it will hold such assets and all other
assets comprising the Trust Estate in trust for the Certificateholders and
agrees to perform the duties herein or therein required and any failure to
receive reimbursement of expenses and disbursements under Section 7 hereof
shall not release the Trustee from its duties herein or therein.

     

    (d) Prior to
the Closing Date (so long as the Depositor has delivered such documents at least
one Business Day prior to the Closing Date), the Trustee shall review each
Underlying TLG Note, Underlying TLG Issuing and Paying Agency Agreement,
Securities Purchase Agreement, Private Placement Agreement and Master Agreement
Signature Page delivered to the Trustee and will deliver on the Closing Date a
Trust Receipt (substantially in the form attached hereto as Exhibit B)
certifying, subject to any exceptions noted thereon, as to each Underlying TLG
Debt Security set forth on Schedule I hereto, (i) receipt of the
original

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Underlying
TLG Note, (ii) that the Underlying TLG Note has been reviewed by
the Trustee and appears regular on its face and is registered in the name of the
Trustee on behalf of the Financial Liquidity Aggregated Securities, Series
[       ] Trust, (iii) receipt of an
executed copy of each Underlying TLG Issuing and Paying Agency Agreement,
Securities Purchase Agreement, Private Placement Agreement and Master Agreement
Signature Page and (iv) that each Underlying TLG Issuing and Paying Agency
Agreement, Securities Purchase Agreement, Private Placement Agreement and Master
Agreement Signature Page has been reviewed by the Trustee and appears regular on
its face.

     

    Section
4. Designation.

     

    (a) The
Certificates evidencing certain undivided beneficial ownership interests therein
shall be known as “Financial Liquidity Aggregated Securities Trust Certificates,
Series 20[ ]-[ ]” and shall consist of a single Class (the
“Certificates”).  The Certificates shall be payable solely from
payments or property received by the Trustee on or in respect of the Trust
Estate.

     

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

     

    (c) The
Certificates shall be held through the Depository in book-entry form and shall
be substantially in the form attached hereto as
Exhibit [C].  [The Certificates shall be issued in minimum
denominations of $[100,000] and in integral multiples of $[1,000] in excess
thereof.][Certificates which have a maturity of less than one year from their
date of issue and in respect of which the issue proceeds are to be received by
the Trust in the United Kingdom shall be issued in minimum denominations
equivalent to £100,000.] Except as provided in the Standard Terms, the Trust
shall not issue additional Certificates or incur any indebtedness.

     

    (d) The
Certificates shall have an initial aggregate Certificate Principal Balance of
$[_________].  [The Certificate Principal Balance of the Certificates
shall equal 100% of the initial principal amount of Underlying TLG Debt
Securities Transferred [to the Trustee on behalf of the Certificateholders] [to
the Trust].  Such Certificate Principal Balance shall be calculated
without regard to Certificates authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Certificates pursuant to
Section 5.03 of the Standard Terms.  The Certificate Principal
Balance of the Certificates shall be reduced following the distribution to
Certificateholders of any amounts attributable to principal of the Underlying
TLG Debt Securities in an amount equal to the amount of principal so
distributed.

     

    (e) The
Certificateholders will be entitled to receive on each Distribution Date the
amounts specified in Section 6 hereof.

     

    Section
5. Satisfaction of Conditions
to Execution and Delivery of Trust Certificates.  On the
Closing Date, the Certificates shall be executed by the Trustee and delivered to
the Authenticating Agent for authentication and thereupon be delivered to the
Trustee upon a Depositor Order and upon receipt by the Trustee of the following
on or prior to the Closing Date:

     

    (a) with
respect to each Underlying TLG Debt Security set forth on Schedule I hereto (i)
the executed original of each Underlying TLG Note registered in the name of the
Trustee on behalf of the Financial Liquidity Aggregated Securities,
Series [     ] Trust and (ii) an
executed

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    copy of
each Underlying TLG Issuing and Paying Agency Agreement, Securities
Purchase Agreement, Private Placement Agreement and Master Agreement Signature
Page;

     

    (b) an
Officer’s Certificate of the Depositor (i) evidencing the authorization by
its board of directors of the execution and delivery of each of the Standard
Terms, this Series Supplement, [list any agreements with Administrative Agents],
the Underwriting Agreement, each Securities Purchase Agreement and related
transaction documents, and specifying the Final Scheduled Distribution Date and
the initial Certificate Principal Balance of the Certificates to be
authenticated and delivered and (ii) certifying that (1) attached is a
copy of the resolutions of the Depositor authorizing the transactions
contemplated in the agreements described in clause (i) above, (2) such
document is a true and complete copy of such resolutions, (3) such
resolutions have not been rescinded and are in full force and effect on and as
of the Closing Date, and (4) the Executive Officers of the Depositor which
are authorized to execute and deliver such documents hold the offices and have
the signatures indicated thereon;

     

    (c) opinions
of Sidley Austin LLP, counsel to the Depositor, dated as of the Closing Date,
relating to (i) certain corporate matters and (ii) certain tax
matters;

     

    (d) opinion
of [  ], counsel to the Trustee, dated as of the Closing Date, as to
certain corporate matters;

     

    (e) an
Officer’s Certificate of the Depositor stating that the issuance of the
Certificates will not, to the knowledge of the Executive Officer of the
Depositor executing such Officer’s Certificate result in a breach of any of the
terms, conditions or provisions of, or constitute a default under, any trust
agreement, indenture, mortgage, deed of transfer or other agreement or
instrument to which the Depositor is a party or by which the Depositor is bound
or to which the Depositor is subject, or, the Depositor’s Organizational
Documents or any order of any court or administrative agency entered in any
proceeding to which the Depositor is a party or by which the Depositor is bound
or to which the Depositor is subject; that all conditions precedent provided in
this Section 5 and all other conditions precedent described in the Standard
Terms relating to the authentication and delivery of the Certificates have been
complied with;

     

    (f) an
executed counterpart of this Series Supplement, the Standard Terms and any
Administrative Agreements executed as of the Closing Date;

     

    (g) (i) a
letter signed by [name of Rating Agency] and confirming that the Certificates
have been rated at least [“  ”] by [name of Rating Agency] [and]
[(ii) a letter signed by [name of Rating Agency] and confirming that the
Certificates have been rated at least [“  ”] by [name of Rating
Agency],] [and] [(iii) a letter signed by [name of Rating Agency] and
confirming that the Certificates have been rated at least [“  ”] by
[name of Rating Agency]];

     

    (h) a
Depositor Order directing the Trustee to execute and deliver the Certificates in
the amounts set forth therein, registered in the names set forth therein or as
otherwise provided to the Trustee by the Depositor or at its direction, and to
make delivery thereof to the Authenticating Agent or as the Depositor may
otherwise direct therein;

     

    (i) a
Depositor Order directing the Authenticating Agent to authenticate the
Certificates in the amounts set forth therein, registered in the names set forth
therein or as

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    otherwise
provided to the Trustee by the Depositor or at its direction, and to make
delivery thereof to the Depositor or as it may otherwise direct
therein;

     

    (j) certification
by the Trustee as to the establishment of the Certificate Account [and the
Expense Reserve Account];

     

    (k) [on the
Closing Date, the Depositor will deposit or cause to be deposited an amount
equal to the Reserved Ordinary Expense Amount and the Reserved Extraordinary
Trust Expense Amount to the Expense Reserve Account];

     

    (l) [evidence
of preparation for filing at the appropriate filing office in the Secretary of
State of the State of Delaware of a financing statement executed on behalf of
the Depositor relating to the perfection of the lien of the Trust Agreement;]
and

     

    (m) such
other documents as the Trustee may reasonably require.

     

    Section
6. Distributions.  (a)
On each Interest Distribution Date and the Final Scheduled Distribution Date,
the Trustee shall distribute the Available Funds on deposit in the Certificate
Account after 11:45 a.m. and no later than 2:00 p.m., New York City time on such
Interest Distribution Date or Final Scheduled Distribution Date, in the
following order of priority:

     

    
      	
              (i)  

            	
              to
      the Trustee, as reimbursement for Extraordinary Trust Expenses, an amount
      equal to Certificateholder Excess Trust Expenses that have been approved
      for payment pursuant to Section 7.07 of the Standard
      Terms;

            


    

     

    
      	
              (ii)  

            	
              to
      the Certificateholders, the interest portion of Available Funds,
      pro rata based on their Certificate Principal Balance;
      and

            


    

     

    
      	
              (iii)  

            	
              to
      the Certificateholders, the principal portion of Available Funds,
      pro rata based on their Certificate Principal
  Balance.

            


    

     

    (b) If the
Trustee receives any Special Distribution Amounts with respect to any Underlying
TLG Debt Security, the Trustee shall distribute such Special Distribution
Amounts on the Special Distribution Date as if the funds had constituted
Available Funds in the order and priority set forth in Section 6(a);
provided, however, that any amount received from a TLG Debt Security Issuer
pursuant to its Securities Purchase Agreement or its Private Placement Agreement
will be applied as follows:

     

    
      	
              (i)  

            	
              to
      the Trustee, as reimbursement for Extraordinary Trust Expenses, an amount
      equal to Certificateholder Excess Trust Expenses that have been approved
      for payment pursuant to Section 7.07 of the Standard
      Terms;

            


    

     

    
      	
              (ii)  

            	
              to
      the Certificateholders, pro rata, based on their Certificate Principal
      Balance, an amount equal to any interest due and payable on the related
      Underlying TLG Debt Security; and

            


    

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              (iii)  

            	
              to
      the Certificateholders, pro rata, based on their Certificate Principal
      Balance, any remaining amounts as a payment of
  principal.

            


    

     

    (c) All
distributions to Certificateholders shall be allocated pro rata among the
Certificates based on the Certificate Principal Balance of the Certificates
Outstanding as of the Record Date.

     

    [Insert
deposit/account mechanic provisions related to any Administrative Agent or
Sub-Administrative Agent, if any with respect to the Series.]

     

    Section
7. Trustee’s Fees and
Expenses.  As compensation for its services hereunder, the
Trustee shall be entitled to the Trustee Fee.  The Trustee Fee shall
be payable from the Reserved Ordinary Expense Amount on deposit in the Expense
Reserve Account by the Trust in equal [monthly] [quarterly] [semi-annual]
installments on [each] [each other] Interest Distribution Date.  The
Trustee will be entitled to reimbursement for any other Ordinary Expenses and
Extraordinary Trust Expenses as provided in Section 3.05 and Section 7.07(d) of
the Standard Terms.  Failure by the Trust to pay the Trustee Fee, any
other Ordinary Expenses or any Certificateholder Excess Trust Expenses shall not
entitle the Trustee to any payment or reimbursement from the Depositor or any of
its Affiliates, nor shall any failure on the part of the Trustee to receive
payments of Ordinary Expenses or Certificateholder Excess Trust Expenses release
the Trustee from its duties under the Trust Agreement (without derogation of the
Trustee’s rights and obligations set forth in Section 7.09 of the Standard
Terms).

     

    Section
8. Resignation or Removal of
the Trustee; Appointment of Successor Trustee.  [The Depositor
will be responsible for the expenses incurred in the resignation or removal of
the Trustee and the appointment of a successor trustee.][Expenses incurred in
the resignation or removal of the Trustee and the appointment of a successor
trustee will be paid [from the Expense Reserve Account] [as Extraordinary Trust
Expenses].]

     

    Section
9. Additional Depositor
Representations.  The Depositor hereby represents and warrants
to the Trustee as follows:

     

    (a) Immediately
prior to the sale of the Underlying TLG Debt Securities to the Trustee, the
Depositor owned and had good title to the Underlying TLG Debt Securities free
and clear of any lien, claim or encumbrance of any Person created by the
Depositor; and

     

    (b) The
Depositor has not assigned, pledged, sold, granted a security interest in or
otherwise conveyed any interest in the Underlying TLG Debt Securities (or, if
any such interest has been assigned, pledged or otherwise encumbered, it has
been released), except such interests sold pursuant to the Trust
Agreement.  The Depositor has not authorized the filing of and is not
aware of any financing statements against the Depositor that includes a
description of the Underlying TLG Debt Securities, other than any such filings
pursuant to the Trust Agreement.  The Depositor is not aware of any
judgment or tax lien filings against the Depositor.

     

    Section
10. Exchange Act
Reporting.

     

    (a) Filing
Obligations.  (i) The Trustee and each Reporting Party shall
reasonably cooperate with the Depositor in connection with the satisfaction of
the Depositor’s reporting

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    requirements
under the Exchange Act with respect to the Trust.  In addition to the
information specified below, if so requested by the Depositor for the purpose of
satisfying its reporting obligation under the Exchange Act, the Trustee and each
Reporting Party shall (and the Trustee or the Reporting Party, shall cause each
Sub-Administrative Agent, to the extent required by the related
Sub-Administrative Agreement, to) provide the Depositor with (x) such
information which is available to such Person without unreasonable effort or
expense and within such timeframe as may be reasonably requested by the
Depositor to comply with the Depositor’s reporting obligations under the
Exchange Act and (y) to the extent such Person is a party (and the
Depositor is not a party) to any agreement or amendment required to be filed,
copies of such agreement or amendment in EDGAR-compatible form.

     

    (ii) All items
under this Section 10 to be reviewed by the Depositor should be forwarded
electronically to
[         ].

     

    (b) Form 10-D
Reporting.  (i) No later than 5:00 p.m., New York time, on
the 15th calendar day after each Interest Distribution Date and the Final
Scheduled Distribution Date (subject to permitted extensions under the Exchange
Act), the Trustee shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required
by the Exchange Act.  The Trustee shall file each Form 10-D with
a copy of the related report to Certificateholders provided pursuant to
Section 4.03 of the Standard Terms (each, a “Distribution Statement”)
attached thereto.  Any disclosure in addition to the Distribution
Statement that is required to be included on Form 10-D (“Additional
Form 10-D Disclosure”) shall be determined and prepared by the Depositor
and filed by the Trustee pursuant to the second following paragraph and the
Trustee will have no duty or liability for any failure hereunder to determine
any Additional Form 10-D Disclosure, except as set forth in the next
paragraph.  Each Form 10-D requires the registrant to indicate (by
checking “yes” or “no”) that it “(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.”  The Depositor shall notify the Trustee in writing, no later
than the fifth calendar day after the related Interest Distribution Date or
Final Scheduled Distribution Date, as applicable, with respect to the filing of
a report on Form 10-D, if the answer to the questions should be
“no.”  In the absence of such notification by the Depositor to the
Trustee, the Trustee shall be entitled to assume that the answer to the
questions on Form 10-D should be “yes.”  The Trustee shall be entitled
to rely on such representations in preparing, executing and/or filing any such
report.

     

    (ii) In
accordance with the respective reporting obligations set forth on
Exhibit [D] hereto, within five calendar days after the related Interest
Distribution Date or Final Scheduled Distribution Date, as applicable, the
Trustee and any other Reporting Party shall be required to provide to the
Trustee and the Depositor in EDGAR-compatible form, or in such other form as
otherwise agreed upon by the Trustee and such party, the form and substance of
any Additional Form 10-D Disclosure, if applicable, together with an
Additional Disclosure Notification in the form of Exhibit [I] attached
hereto (an “Additional Disclosure Notification”).  The Trustee shall
notify the Depositor of any Additional Form 10-D Disclosure with respect to
itself or any of its Affiliates and any other Additional Form 10-D
Disclosure received by it.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (iii) After
preparing the Form 10-D, and no later than the close of business on the
11th calendar day after each Interest Distribution Date and the Final Scheduled
Distribution Date, the Trustee shall forward electronically a draft copy of the
Form 10-D to the Depositor for review.  No later than the 13th
calendar day after each Interest Distribution Date and the Final Scheduled
Distribution Date, the Depositor shall notify the Trustee in writing (which may
be provided electronically) of any changes to or approve the filing of such
Form 10-D and of any Additional Form 10-D Disclosure to be filed on
the Form 10-D.  In the absence of receipt of any written changes
or approval, the Trustee shall be entitled to assume that such Form 10-D is
in final form and the Trustee may proceed with the execution and filing of the
Form 10-D.  A duly authorized representative of the Trustee shall
sign the Form 10-D.  If a Form 10-D cannot be filed on time
or if a previously filed Form 10-D needs to be amended, the Trustee will
follow the procedures set forth in Section 10(c)(v)
hereof.  Promptly (but no later than one Business Day) after filing
with the Commission, the Trustee will make available on its internet website a
final executed copy of each Form 10-D prepared and filed by the
Trustee.  The signing party at the Trustee can be contacted by e-mail
at notification@fsir.com or by facsimile at (866) 831-7910.  The
Depositor will be responsible for any reasonable additional fees and expenses
assessed or incurred by the Trustee in connection with including any Additional
Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

     

    (c) Form 8-K
Reporting.  (i) If directed by the Depositor, within four
Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), the Trustee shall prepare
and file on behalf of the Trust any Form 8-K, as required by the Exchange
Act, provided, however, that the Depositor shall file the initial Form 8-K
(operative agreements) in connection with the issuance of the
Certificates.  Any disclosure or information related to a Reportable
Event (“Form 8-K Disclosure Information”) or that is otherwise required to
be included on Form 8-K (“Additional Form 8-K Disclosure) shall be
determined and prepared by the Depositor pursuant to the second following
paragraph and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information,
except as set forth in the next paragraph.  Notwithstanding anything
to the contrary contained herein, unless otherwise directed by the Depositor,
within four Business Days of each Special Distribution Date, the Trustee shall
prepare and file on behalf of the Trust a Form 8-K as required by the Exchange
Act, together with a copy of the related report to certificateholders as
required under Section 4.03 of the Standard Terms, and shall include in Item
8.01 of such Form 8-K a statement to the effect that such distribution has been
made and shall attach such report to certificateholders as Exhibit 99.1
thereto.

     

    (ii) In
accordance with the respective reporting obligations set forth on
Exhibit [F] hereto, no later than the close of business on the second
Business Day immediately following the occurrence of a Reportable Event or a
Special Distribution Date, as applicable, the Trustee and any other Reporting
Person shall be required to provide to the Trustee and the Depositor, as
applicable, in EDGAR-compatible form, or in such other form as otherwise agreed
upon by the Trustee and such party, the form and substance of any Additional
Form 8-K Disclosure, if applicable, together with an Additional Disclosure
Notification.  The Trustee shall notify the Depositor of any
Form 8-K Disclosure Information with respect to itself or any of its
Affiliates and any other Form 8-K Disclosure Information received by
it.

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (iii) After
preparing the Form 8-K, the Trustee shall forward electronically a draft
copy of the Form 8-K to the Depositor for review no later than
12:00 p.m., New York time, on the third Business Day following the
Reportable Event or Special Distribution Date, as applicable.  The
Depositor shall notify the Trustee in writing (which may be provided
electronically) of any changes to or approval of such Form 8-K and of any
Additional Form 8-K Disclosure to be filed on the Form 8-K no later
than the close of business on the third Business Day following the Reportable
Event or Special Distribution Date, as applicable.  In the absence of
receipt of any written changes or approval, the Trustee shall be entitled to
assume that such Form 8-K is in final form and the Trustee may proceed with
the execution and filing of the Form 8-K.  By 12:00 p.m.,
New York time, on the fourth Business Day after the occurrence of the Reportable
Event or Special Distribution Date, as applicable, a duly authorized
representative of the Trustee shall sign the Form 8-K.  If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K
needs to be amended, the Trustee will follow the procedures set forth in
Section 10(c)(v) hereof.  With respect to each Form 8-K
prepared and filed by the Trustee, promptly (but no later than one Business Day)
after filing with the Commission, the Trustee will, make available on its
internet website a final executed copy thereof.  The Depositor will be
responsible for any reasonable additional fees and expenses assessed or incurred
by the Trustee in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph.

     

    (iv) On or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, the Trustee shall prepare and file a Form 15 relating
to the automatic suspension of reporting in respect of the Trust under the
Exchange Act.

     

    (v) In the
event that the Trustee is unable to file timely with the Commission all or any
required portion of any Form 8-K, Form 10-D or Form 10-K required
to be filed by the Trust Agreement because required disclosure information was
either not delivered to it or delivered to it after the delivery deadlines set
forth in the Trust Agreement or for any other reason, the Trustee will
immediately notify the Depositor.  In the case of Form 10-D and
Form 10-K, the Trustee shall prepare and file a Form 12b-25 and a
Form 10-DA and Form 10-KA as applicable, pursuant to Rule 12b-25
of the Exchange Act.  In the case of Form 8-K, the Trustee will,
upon receipt of all required Form 8-K Disclosure Information shall include
such disclosure information in the next Form 10-D unless directed by the
Depositor to file a Form 8-K with such Form 8-K Disclosure
Information.  In the event that any previously filed Form 8-K,
Form 10-D or Form 10-K needs to be amended, and such amendment
includes any Additional Form 10-D Disclosure, any Additional Form 10-K
Disclosure or any Form 8-K Disclosure Information or an amendment to any
such disclosure, the Trustee will notify the Depositor, each Administrative
Agent, if any, and each Sub-Administrative Agent affected by such amendment
(unless such amendment is solely for the purpose of restating the Distribution
Statement) and such parties will cooperate to prepare any necessary
Form 8-KA, Form 10-DA or Form 10-KA.  Any Form 15,
Form 12b-25 or any amendment to a Form 8-K or a Form 10-D shall
be signed by a duly authorized representative of the Trustee.  Any
amendment to a Form 10-K shall be signed by a senior officer of the Trustee
in charge of the servicing function.  The Depositor will be
responsible for any reasonable additional fees and expenses assessed or incurred
by the Trustee in connection with any amendments pursuant to this
paragraph.

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (d) Form 10-K
Reporting.  (i) Within 90 days (including the 90th day)
after the end of each fiscal year of the Trust or such earlier date as may be
required by the Exchange Act (the “10-K Filing Deadline”), commencing in March
2010 and continuing until the Trust has been deregistered with the Commission,
the Trustee shall prepare and file on behalf of the Trust a Form 10-K, in
form and substance as required by the Exchange Act.  No later than
March 12 of each such year, the Depositor will provide the Trustee a draft of
the first page of a Form 10-K that includes the information regarding the
Depositor and the Trust as approved by the Depositor for inclusion in the Form
10-K to be prepared by the Trustee.  Each such Form 10-K shall
include the following items, in each case to the extent they have been delivered
to the Trustee within the applicable time frames set forth in the Trust
Agreement and the Administrative Agreement and Sub-Administrative Agreement,
(A) an annual compliance statement for the Trustee, each Administrative
Agent and each Sub-Administrative Agent (each such Person, a “Reporting
Servicer”) as provided in Section 7.18 of the Standard Terms, (B)(x) the
Assessment of Compliance, as described under Section 10(f) hereof, and
(y) if each Reporting Servicer’s Assessment of Compliance identifies any
material instance of noncompliance, contains disclosure identifying such
instance of noncompliance, or if each Reporting Servicer’s Assessment of
Compliance is not included as an exhibit to such Form 10-K, disclosure that
such Assessment of Compliance is not included and an explanation why such
Assessment of Compliance is not included, (C)(x) the Accounting Firm Attestation
for each Reporting Servicer, as described under Section 10(f) hereof, and
(y) if any Accounting Firm Attestation identifies any material instance of
noncompliance, contains disclosure identifying such instance of noncompliance,
or if any such Accounting Firm Attestation is not included as an exhibit to such
Form 10-K, disclosure that such Accounting Firm Attestation is not included
and an explanation why such Accounting Firm Attestation is not included, and
(D) a Sarbanes-Oxley Certification as described in Section 10(e)
hereof.  Any disclosure or information in addition to (A) through
(D) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall be determined and prepared by and at the
direction of the Depositor pursuant to the second following paragraph and the
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-K Disclosure, except as set forth in the
next paragraph.

     

    (ii) In
accordance with the respective reporting obligations set forth on
Exhibit [E] hereto, no later than March 10 of each year that the Trust
is subject to the Exchange Act reporting requirements, commencing in 2010 and
continuing until the Trust has been deregistered with the Commission, the
Trustee and any other Reporting Party shall be required to provide to the
Trustee and the Depositor, in EDGAR-compatible form, or in such other form as
otherwise agreed upon by the Trustee and such party, the form and substance of
any Additional Form 10-K Disclosure, if applicable, together with an
Additional Disclosure Notification.  The Trustee shall notify the
Depositor of any Additional Form 10-K Disclosure with respect to itself or
any of its Affiliates and any other Additional Form 10-K Disclosure
received by it.

     

    (iii) After
preparing the Form 10-K, the Trustee shall forward electronically a draft
copy of the Form 10-K to the Depositor for review no later than
12:00 p.m., New York time on March 15 of each year that the Trust is
subject to the Exchange Act reporting requirements, commencing in 2010 and
continuing until the Trust has been deregistered with the
Commission.  No later than March 25th, the Depositor shall notify
the Trustee in writing (which may be provided electronically) of any changes to
or approve the filing of such Form 10-K and of any

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Additional
Form 10-K Disclosure to be filed on the Form 10-K.  In the
absence of receipt of any written changes or approval, the Trustee shall be
entitled to assume that such Form 10-K is in final form and the Trustee may
proceed with the execution and filing of the Form 10-K.  A senior
officer of the Trustee in charge of the servicing function shall sign the
Form 10-K and return an electronic or fax copy of such signed
Form 10-K (with an original executed hard copy to follow by overnight mail)
to the Depositor.  If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Trustee will follow the
procedures set forth in Section 10(c)(v) hereof.  Promptly (but
no later than one Business Day) after filing with the Commission, the Trustee
will make available on its internet website a final executed copy of each
Form 10-K prepared and filed by the Trustee.  The Depositor will
be responsible for any reasonable additional fees and expenses assessed or
incurred by the Trustee in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.

     

    (e) Sarbanes-Oxley
Certification.  Each Form 10-K shall include a
Sarbanes-Oxley Certification required to be included therewith pursuant to the
Sarbanes-Oxley Act.  No later than March 15 of each year,
beginning in 2010, the Trustee and each other Reporting Party shall (unless such
person is the Certifying Person), and shall cause each Reporting Subcontractor
to, provide to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying Person”) a certification (each, a “Performance Certification”), in
the form attached hereto as Exhibit [G], on which the Certifying Person,
the entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely.  The senior officer of
the Trustee in charge of the servicing function shall sign the Sarbanes-Oxley
Certification and shall serve as the Certifying Person on behalf of the
Trust.  Neither the Trustee nor the Depositor will request delivery of
a certification under this clause unless the Depositor is required under the
Exchange Act to file an annual report on Form 10-K with respect to the
Trust.  In the event that prior to the filing date of the
Form 10-K in March of each year, the Trustee or the Depositor has actual
knowledge of information material to the Sarbanes-Oxley Certification, the
Trustee or the Depositor shall promptly notify the Trustee or the Depositor, as
applicable.  The respective parties hereto agree to cooperate with all
reasonable requests made by any Certifying Person or Certification Party in
connection with such Person’s attempt to conduct any due diligence that such
Person reasonably believes to be appropriate in order to allow it to deliver any
Sarbanes-Oxley Certification or portion thereof with respect to the
Trust.

     

    (f) Reports on Assessment of Compliance
and Attestation.  (i) By March 10 of each year (such date
includes the expiration of any applicable grace period), commencing in March
2010, the Trustee and each other Reporting Servicer, each at its own expense,
shall furnish or otherwise make available, and each such party shall cause any
Reporting Subcontractor engaged by it to furnish, each at its own expense, to
the Trustee and the Depositor, as applicable, a report on an assessment of
compliance (each, an “Assessment of Compliance”) with the Relevant Servicing
Criteria that contains (A) a statement by such party of its responsibility
for assessing compliance with the Relevant Servicing Criteria under the Trust
Agreement, (B) a statement that such party used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria,
(C) such party’s assessment of compliance with the Relevant Servicing
Criteria as of and for the fiscal year covered by the Form 10-K required to
be filed pursuant to Section 10(d) hereof, including, if there has been any
material instance of noncompliance with the Relevant Servicing Criteria, a
discussion of each such failure and the nature and status thereof, and
(D) an

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Accounting
Firm Attestation has been issued on such party’s Assessment of Compliance with
the Relevant Servicing Criteria as of and for such period.

     

    No later
than the end of each fiscal year for the Trust for which a Form 10-K is
required to be filed, the Trustee and each Reporting Servicer shall each forward
to the Trust the name of each Reporting Subcontractor engaged by it and what
Relevant Servicing Criteria will be addressed in the Assessment of Compliance
prepared by such Reporting Subcontractor.  When the Trustee and each
Reporting Servicer (or any Reporting Subcontractor engaged by them) submit their
Assessments of Compliance to the Trustee, such parties will also at such time
include the Assessment of Compliance (and Accounting Firm Attestation pursuant
to Section 10(f)(ii) hereof) of each Reporting Subcontractor engaged by
it.

     

    Promptly
after receipt of each such Assessment of Compliance, (x) the Depositor
shall review each such report and, if applicable, consult with the Trustee, each
Reporting Servicer and any Reporting Subcontractor engaged by such parties as to
the nature of any material instance of noncompliance with the Relevant Servicing
Criteria by each such party, and (y) the Trustee shall confirm that the
Assessments of Compliance, taken as a whole, address all of the Servicing
Criteria and taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit [H] and notify the Depositor of any
exceptions.

     

    (ii) By
March 10 of each year, commencing in March 2010, the Trustee and each
Reporting Servicer, each at its own expense, shall cause, and each such party
shall cause any Reporting Subcontractor engaged by it to cause, each at its own
expense, a registered public accounting firm (which may also render other
services to the Trustee, any Reporting Servicer or any Reporting Subcontractor,
as the case may be) and that is a member of the American Institute of Certified
Public Accountants to furnish a report, which shall be made in accordance with
Rule 15d-18 of the Exchange Act (each, an “Accounting Firm Attestation”) to
the Trustee and the Depositor, to the effect that (A) it has obtained a
representation regarding certain matters from the management of such party,
which includes an assertion that such party has complied with the Relevant
Servicing Criteria, and (B) on the basis of an examination conducted by
such firm in accordance with standards for attestation engagements issued or
adopted by the PCAOB, it is expressing an opinion as to whether such party’s
compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party’s assessment of compliance with the Relevant Servicing
Criteria.  In the event that an overall opinion cannot be expressed,
such registered public accounting firm shall state in such report why it was
unable to express such an opinion.  Such report must be available for
general use and not contain restricted-use language.

     

    Promptly
after receipt of such Accounting Firm Attestation from the Trustee, each
Reporting Servicer or any Reporting Subcontractor engaged by such parties,
(1) the Depositor shall review the Accounting Firm Attestation and, if
applicable, consult with such parties as to the nature of any defaults by such
parties, in the fulfillment of any of each such party’s obligations hereunder or
under any other applicable agreement, and (2) the Trustee shall confirm
that each Assessment of Compliance submitted pursuant to Section 10(f)(i)
hereof is coupled with an Accounting Firm Attestation meeting the requirements
of this Section 10(f)(ii) and notify the Depositor of any
exceptions.

     


    
      
         


      

      
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    (iii) The
Trustee and each other Reporting Servicer (unless such person is the Certifying
Person) shall execute a reliance certificate to enable the Certification Parties
to rely upon each (A) annual compliance statement provided pursuant to
Section 7.18 of the Standard Terms, (B) Assessment of Compliance
provided pursuant to this Section 10(f) and (C) Accounting Firm
Attestation provided pursuant to this Section 10(f), and shall include a
certification that each such annual compliance statement, Assessment of
Compliance or Accounting Firm Attestation discloses any deficiencies or defaults
described to the registered public accountants of such Person to enable such
accountants to render the certification provided for in this
Section 10(f).

     

    (iv) In the
event the Trustee, any Reporting Servicer or Reporting Subcontractor is
terminated or resigns during the term of the Trust Agreement, such Person shall
provide documents and information required by this Section 10(f) with
respect to the period of time it was subject to the Trust Agreement or provided
services with respect to the Trust or the Certificates.

     

    (v) Copies of
any Assessment of Compliance or Accounting Firm Attestation may be obtained by
Certificateholders without charge upon request to either the Trustee at its
Corporate Trust Office or any Administrative Agent at the address set forth in
the related Administrative Agreement.

     

    (g) Use of
Subcontractors.  (i) The Trustee and each Reporting Servicer
shall cause any Subcontractor used by the Trustee or such Reporting Servicer, as
applicable, including any Sub-Administrative Agent, for the benefit of the
Depositor to comply with the provisions of Section 7.18 of the Standard
Terms and Section 10 hereof to the same extent as if such Subcontractor
were the Trustee (except with respect to the Trustee’s duties with respect to
preparing and filing any Exchange Act Reports or as the Certifying Person) or
such Reporting Servicer.  The Trustee and each Reporting Servicer
shall be responsible for obtaining from each Subcontractor of such Person and
delivering to the Depositor any servicer compliance statement required to be
delivered by such Subcontractor under Section 7.18 of the Standard Terms,
any Assessment of Compliance and Accounting Firm Attestation required to be
delivered by such Reporting Subcontractor under Section 10(f) hereof and
any certification required to be delivered to the Certifying Person under
Section 10(e) hereof as and when required to be delivered.  As a
condition to the succession to any Subcontractor as subcontractor under the
Trust Agreement any Administrative Agreement or any Sub-Administrative Agreement
by any Person (A) into which such Subcontractor may be merged or
consolidated, or (B) which may be appointed as a successor to any
Subcontractor, the Trustee and each such Reporting Servicer shall provide to the
Depositor, at least fifteen calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Depositor of such
succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, all information reasonably requested
by the Depositor in order to comply with its reporting obligation under
Item 6.02 of Form 8-K.

     

    (ii) It shall
not be necessary for the Trustee or any Reporting Servicer to seek the consent
of the Depositor or any other party hereto to the utilization of any
Subcontractor.  The Trustee and each Reporting Servicer shall promptly
upon request provide to the Depositor a written description (in form and
substance satisfactory to the Depositor) of the role and function

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    of each
Subcontractor utilized by such Person, specifying (A) the identity of each
such Subcontractor, (B) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122
of Regulation AB, and (C) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (B) of this paragraph.

     

    As a
condition to the utilization of any Subcontractor determined to be a Reporting
Subcontractor, the Trustee and each Reporting Servicer shall cause any such
Subcontractor used by such Person for the benefit of the Depositor to comply
with the provisions of this Section 10(g) to the same extent as if such
Subcontractor were the Trustee (except with respect to the Trustee’s duties with
respect to preparing and filing any Exchange Act Reports or as the Certifying
Person) or such Reporting Servicer, as applicable.  The Trustee and
each Reporting Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Depositor, any Assessment of Compliance and
Accounting Firm Attestation required to be delivered by such Subcontractor under
Section 10(f) hereof and any annual statement of compliance required to be
delivered by such Subcontractor under Section 7.18 of the Standard Terms,
in each case as and when required to be delivered.

     

    (h) Indemnification by the
Trustee.  (i) The Trustee (the “Indemnifying Party”), shall
indemnify the Depositor for the preparation, execution or filing of any report
required to be filed with the Commission with respect to the Trust, or for
execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to the Trust; and shall
indemnify the present and former directors, officers, employees and agents of
the Depositor and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and expenses that any of them may
sustain arising out of or based upon:

     

    (A)           any
untrue statement of a material fact contained or alleged to be contained in or
the omission or alleged omission to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading in (x) any
compliance certificate delivered by it, or by any Reporting Subcontractor
engaged by it, pursuant to the Trust Agreement, (y) any Assessment of
Compliance or Accounting Firm Attestation delivered by or on behalf of it, or by
any Reporting Subcontractor engaged by it, pursuant to the Trust Agreement, or
(z) any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or Form 8-K Disclosure Information concerning the Trustee and
provided by it;

     

    (B)           any
failure by the Indemnifying Party to perform its obligations when and as
required under this Section 10; or

     

    (C)           any
negligence, bad faith or willful misconduct by the Indemnifying
Party.

     

    In the
case of any failure of performance described in clause (i)(B) of this
Section, the Indemnifying Party shall promptly reimburse the Depositor and each
Person responsible for the preparation, execution or filing of any report
required to be filed with the Commission with respect to the transaction, or for
execution of a certification pursuant to Rule 13a-14(d) or

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    Rule 15d-14(d)
under the Exchange Act with respect to the Trust, for all costs reasonably
incurred by each such party in order to obtain the information, report,
certification, accountants’ letter or other material not delivered as required
by the Indemnifying Party or any Subcontractor of the Indemnifying
Party.

     

    (ii) (A) Any
failure by the Indemnifying Party or any Subcontractor of the Indemnifying Party
to deliver any information, report, certification or accountants’ letter when
and as required under this Section 10, including (except as provided below)
any failure by the Indemnifying Party to identify pursuant to
Section 10(g)(ii) any Subcontractor “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB, which continues
unremedied for ten calendar days after the date on which such information,
report, certification or accountants’ letter was required to be delivered shall
entitle the Depositor in its sole discretion to terminate the rights and
obligations of the Indemnifying Party under the Trust Agreement without payment
(notwithstanding anything in the Trust Agreement to the contrary) of any
compensation to the Indemnifying Party.

     

    (B)           The
Indemnifying Party shall promptly reimburse the Depositor for all reasonable
expenses incurred by it, in connection with the termination of the Indemnifying
Party and the transfer of its duties to a successor.  The provisions
of this paragraph shall not limit whatever rights the Depositor may have under
other provisions of the Trust Agreement or otherwise, whether in equity or at
law, such as an action for damages, specific performance or injunctive
relief.

     

    (iii) This
indemnification shall survive the termination of the Trust Agreement or the
termination of any party to the Trust Agreement.

     

    (iv) Any
Administrative Agreement or Sub-Administrative Agreement shall contain
substantially similar provisions.

     

    (i) Amendment.  In the
event the parties to the Trust Agreement desire to further clarify or amend any
provision of this Section 10, the Trust Agreement shall be amended to
reflect the new agreement between the parties covering matters in this
Section 10 pursuant to Section 9.01 of the Standard Terms, which
amendment shall not require any Opinion of Counsel or Rating Agency
confirmations or the consent of any Certificateholder.

     

    (j) Limitation on Trustee
Liability.  Each party to the Trust Agreement acknowledges that
the performance by the Trustee of its duties under this Section 10 related
to the timely preparation, execution and filing of any Form 10-D,
Form 15, Form 12b-25, Form 8-K or Form 10-K or any
amendments to such filings is contingent upon such parties strictly observing
all applicable deadlines in the performance of their duties under this
Section 10.  The Trustee shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare, execute and/or timely file a Form 10-D, Form 15,
Form 12b-25, Form 8-K or Form 10-K or any amendments to such
filings where such failure results from the Trustee’s inability or failure to
obtain or receive, on a timely basis, any information from any other party
hereto (other than an Affiliate thereof) needed to prepare, arrange for
execution or file such Form 10-D, Form 15, Form 12b-25,
Form 8-K or Form 10-K or any amendments to such filings not resulting
from its negligence, bad faith or willful misconduct.

     


    
      
         


      

      
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    (k) Trustee as
Servicer.  Each of the parties hereto acknowledges that for
purposes of Regulation AB the Trustee constitutes the “servicer” of the Trust
and is therefore able to execute the reports required to be filed under the
Exchange Act and this Section 10.

     

    Section
11. Certain Matters Related to
the Underlying TLG Debt Securities.

     

    (a) Representative.  The
Trustee shall act as the Representative with respect to each Underlying TLG Debt
Security and will perform the duties and obligations of the Representative as
provided in the related TLG Underlying Instrument (which duties and obligations
are incorporated by reference herein) for the benefit of the
Certificateholders.  The Trustee will not make any election that would
terminate its role as Representative with respect to any Underlying TLG Debt
Security (except in connection with the resignation or removal of the Trustee
and the appointment of a successor Trustee pursuant to Section 7.09 of the
Standard Terms).  The Trustee shall take such other actions as it may
be authorized and directed to take as Representative in accordance with the FDIC
Guarantee of the Underlying TLG Debt Securities under the TLG
Program.  Each Certificateholder, by its acceptance of a Certificate
or a beneficial interest or participation therein, hereby consents to the
authorization of the Trustee as Representative under each TLG Underlying
Instrument and with respect to each Underlying TLG Debt Security and confirms
that it will not exercise any right not to be represented by the
Representative.  Each Certificateholder by its acceptance of a
Certificate or a beneficial interest or participation therein, hereby authorizes
the Representative, at such time as the FDIC shall commence making any guarantee
payments to the Representative with respect to an Underlying TLG Debt Security
(for the benefit of the Certificateholders) pursuant to the TLG Program, to
execute an assignment in the form attached as Exhibit A to Exhibit J to this
Series Supplement pursuant to which the Representative shall assign to the FDIC
its right as Representative to receive any and all payments from any TLG Debt
Security Issuer under any TLG Underlying Instrument on behalf of the
Certificateholders.  If, at any time on or prior to the expiration of
the period during which an Underlying TLG Debt Security is guaranteed by the
FDIC pursuant to the TLG Program, payment in full shall be made on such
Underlying TLG Debt Security pursuant to the TLG Program on the outstanding
principal and accrued interest to such date of payment, each Certificateholder
by its acceptance of a Certificate or a beneficial interest or participation
therein, hereby authorizes the Representative to promptly surrender to the FDIC
the security certificate, note or other instrument evidencing such TLG Debt
Security, if any.

     

    (b) Voting Rights with Respect to
Underlying TLG Debt Securities.  (i) The Trustee, as holder of
the Underlying TLG Debt Securities, has the right to vote and give consents and
waivers in respect of the Underlying TLG Debt Securities (“Underlying TLG Debt
Security Voting Rights”) except as otherwise limited by the Trust
Agreement.  In the event that the Trustee receives a request from the
issuer or the Underlying TLG Issuing and Paying Agent of any Underlying TLG Debt
Security for consent to any amendment, modification or waiver of any provision
of the related TLG Underlying Instrument or any other document relating thereto,
or receives any other solicitation for any action with respect to an Underlying
TLG Debt Security, the Trustee shall within two Business Days mail a notice of
such proposed amendment, modification, waiver or solicitation to each
Certificateholder of record as of such date.  The Trustee shall
request written instructions from the Certificateholders as to whether or not to
consent to or vote to accept such amendment, modification, waiver or
solicitation.  The Trustee shall consent or vote, or refrain from
consenting or voting, in the same proportion (based on the

     


    
      
         


      

      
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    relative
outstanding principal balances of the Certificates) as the Certificates of the
Trust were actually voted or not voted by the Certificateholders thereof as of a
date determined by the Trustee prior to the date on which such consent, vote or
waiver is required; provided, however, that, notwithstanding anything in the
Trust Agreement to the contrary, the Trustee shall at no time vote on, consent
to or waive any matter (i) which would modify or amend an Underlying TLG Debt
Security in a manner that requires the consent of FDIC under the TLG Program or
the Master Agreement or amend or modify any Underlying TLG Debt Security in a
manner that would make any portion of such Underlying TLG Debt Security
ineligible for the FDIC Guarantee under the TLG Program without the unanimous
consent of all Certificateholders of Outstanding Certificates or (ii) which
would result in the exchange or substitution for U.S. federal income tax
purposes of an Underlying TLG Debt Security unless (x) a TLG Debt Security
Default occurs and (y) the Trustee has received the unanimous consent of all
Certificateholders of Outstanding Certificates.  If the Trustee is the
sole holder of an Underlying TLG Debt Security, the Trustee and each
Certificateholder acknowledge and agree that references to any actions,
consents, waivers or amendments that require the approval of the holder of such
Underlying TLG Debt Security, shall require the consent of all
Certificateholders of Outstanding Certificates (except as provided in Section
11(a) or Section 11(c)).  In the absence of any written direction from
the Certificateholders, the Trustee shall not exercise any voting, consent or
waiver rights with respect to the Underlying TLG Debt Securities (except as
provided in Section 11(a) or Section 11(c)).

     

    (ii) The
Trustee will not be liable for any failure to act resulting from any
Certificateholder’s late return of, or failure to return, directions requested
by the Trustee from the Certificateholders.

     

    (iii) The
Underlying TLG Debt Security Voting Rights allocable to the owners of the
Underlying TLG Debt Securities pursuant to the terms thereof shall be allocated
among the Certificateholders pro rata, in the proportion that the Certificate
Principal Balance held by each Certificateholder bears to the aggregate
Certificate Principal Balance of all Certificates as of the related Voting
Record Date.

     

    (c) Remedies Upon TLG Debt Security
Default.  (i) If a TLG Debt Security Default occurs with
respect to an Underlying TLG Debt Security, the Trustee, as Representative,
shall take such actions as provided in the related TLG Underlying Instrument
(the terms of which are incorporated by reference herein).  In
connection with any demand on the FDIC made by the Representative with respect
to any Underlying TLG Debt Security in accordance with a TLG Underlying
Instrument, the Representative may use a form of demand notice substantially in
the form attached hereto as Exhibit K.  The parties acknowledge and
agree that any such form may be modified as necessary to address with any
requirements of, or any guidance issued by, the FDIC or any amendments to the
TLGP Rule.  Any modification to the form of demand as provided in the
preceding sentence shall not be subject to the provisions of Section 8.01 of the
Standard Terms.  The Representative agrees in submitting any demand to
provide such information as shall be required by the TLGP Rule, the FDIC, any
amendment to the TLGP Rule or any guidance issued by the FDIC with respect to
the TLG Program.

     

    (ii) As
promptly as practicable after, and in any event within five days after, the
occurrence of any TLG Debt Security Default known to the Trustee, the Trustee
shall

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    transmit
by mail to the Depositor and the Certificateholders in accordance with Section
313(c) of the Trust Indenture Act, notice of such default hereunder, unless such
default shall have been cured or waived.  Such notice shall set forth
(A) the identity of the Underlying TLG Debt Security, (B) the date and nature of
such default, (C) the face amount of the obligation to which such default
relates, (D) the identifying numbers of the Certificates, evidencing the
Underlying TLG Debt Security described above in clause (C) and (E) any other
information which the Trustee may deem appropriate.

     

    (iii) [If a TLG
Debt Security Event of Default occurs with respect to any TLG Debt Security
under clause (v) of the definition of a TLG Debt Security Event of Default, the
Trustee without any further action on the part of any Certificateholder shall
accelerate the Underlying TLG Debt Security.]

     

    (d) Actions
Taken.  Upon the written request of Certificateholders of the
Required Percentage—Direction of Trustee, the Trustee, in accordance with such
normal and customary procedures as it shall deem reasonably necessary or
advisable, shall:  (A) enforce any of the Trust’s rights as a third
party beneficiary of each Private Placement Agreement and Securities Purchase
Agreement and (B) with respect to any Underlying TLG Debt Security, if [either
(x)] a TLG Debt Security Event of Default described in clause (i) or clause (ii)
of the definition of a TLG Debt Security Event of Default has occurred [or (y) a
TLG Debt Security Event of Default described in clause (v) of the definition of
a TLG Debt Security Event of Default has occurred,] the Trustee, in its own
name, and as trustee of an express trust, as holder of such Underlying TLG Debt
Security, shall, to the extent permitted by and in accordance with the terms of
the applicable Underlying TLG Debt Security and the Trust Agreement, subject to
the limitations on acceleration and the exercise of remedies set forth therein,
institute any suits, actions or proceedings at law, in equity or otherwise, or
make a demand on the related TLG Debt Security Issuer, the Underlying TLG
Issuing and Paying Agent or, if applicable, the FDIC in respect of such
Underlying TLG Debt Security to enforce the collection of the sums so due and
unpaid on such Underlying TLG Debt Security and the Trustee may prosecute any
such claim or proceeding to judgment or final decree with respect to the whole
amount of any such sums so due and unpaid; provided, however, that the Trustee,
having provided notice of such written request to the Certificateholders, shall
not have received any direction inconsistent with such written request within
fifteen days following such notice by Certificateholders of the Required
Percentage—Direction of Trustee and, if such action would make any portion of
such Underlying TLG Debt Security ineligible for the FDIC Guarantee, the Trustee
shall have received the consent of Certificateholders evidencing 100% of the
aggregate Voting Rights of the Outstanding
Certificates.  Notwithstanding anything to the contrary contained in
the Trust Agreement, if a TLG Debt Security Event of Default occurs under clause
(i) or clause (ii) of the definition of a TLG Debt Security Event of Default,
the Trustee shall accelerate such Underlying TLG Debt Security only upon receipt
by the Trustee of written direction of Certificateholders of Certificates
evidencing 100% of the aggregate Voting Rights of Outstanding
Certificates.  It is understood and agreed that the Trustee shall not
be obligated to take any action hereunder including instituting, conducting or
defending any litigation hereunder or in relation hereto at the request, order
or direction of any Certificateholders unless such Certificateholders have
offered to the Trustee security or indemnity reasonably satisfactory to
it.

     


    
      
         


      

      
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    Section
12. Miscellaneous.

     

    (a) The
Trustee shall make available on its website (located at __________________)
reports to Certificateholders in accordance with Section 4.03 of the
Standard Terms.  [In addition, the Trustee shall forward reports to
[specify others to receive reports]].

     

    (b) Except as
expressly provided herein, the Certificateholders shall not be entitled to
terminate the Trust or cause the sale or other disposition of the Underlying TLG
Debt Securities.

     

    (c) The Trust
may not engage in any business or activities other than in connection with, or
relating to, the acquiring, holding, protecting and preserving of the Conveyed
Assets and the issuance of and payments on the Certificates, and other than
those required or authorized by the Trust Agreement or incidental and necessary
to accomplish such activities.  The Trust may not issue or sell any
certificates or other obligations other than the Certificates or otherwise
incur, assume or guarantee any indebtedness for money borrowed.  The
Trust will not merge or consolidate with any other entity.

     

    (d) In the
event that the Internal Revenue Service challenges the characterization of the
Trust as a grantor trust, the Trustee shall then file such tax returns,
information statements and forms with respect to the Trust that are required by
law to be filed.

     

    (e) All
directions, demands and notices hereunder or under the Standard Terms shall be
in writing and shall be delivered as set forth below (unless written notice is
otherwise provided to the Trustee and Depositor, as applicable).

     

    If to the
Depositor, to:

     

    Credit
Suisse Asset Repackaging Depositor LLC

    11
Madison Avenue

    New York,
New York 10010

    Attention:  [Name]

    Telephone:  [         ]

    Facsimile:  [         ]

     

    If to the
Trustee, to:

     

    [Insert
Trustee Notice information]

     

    If to the
Rating Agencies, to:

     

    [Moody’s
Investors Service, Inc.]

    [99
Church Street]

    [New
York, New York 10007]

    Attention:  [CBO/CLO
Monitoring Department]

    Telephone:  [(212) 553-1494]

    Facsimile:  [(212) 553-0355]

     


    
      
         


      

      
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    [Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc.]

    [55 Water
Street]

    [New
York, New York 10041]

    Attention:  [Structured
Finance Surveillance Group]

    Telephone:  [(212) 438-2482]

    Facsimile:  [(212) 438-2664]

     

    [Fitch,
Inc.]

    [One
State Street Plaza]

    [New
York, New York 10004]

    Telephone:  (212)
____________

    Facsimile:  (212)
____________

     

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

     

    Section
14. Entire
Agreement.  This Series Supplement and the related Standard
Terms constitute the entire agreement and understanding of the parties with
respect to its subject matter and supersedes all oral communication and prior
writings with respect thereto.

     

    Section
15. Termination of the
Trust.  (a) The respective obligations and responsibilities
under the Trust Agreement of the Depositor and the Trustee (other than the
obligations of the Trustee to provide information reports and information tax
reporting), shall terminate upon distribution to the Certificateholders of all
amounts held in the Certificate Account and required to be paid to such
Certificateholders pursuant to this Series Supplement on the Distribution Date
succeeding the final payment on or with respect to, or other liquidation of
(which may include redemption or other repayment thereof by the applicable TLG
Debt Security Issuer), the last Underlying TLG Debt Security remaining in the
Trust[; 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
Trustee shall provide written notice of any termination of the Trust to the
Certificateholders.

     

    (c) Upon
presentation and surrender of the Certificates by the Certificateholders to the
Trustee at the location specified in the Standard Terms on the Final Scheduled
Distribution Date or the Distribution Date succeeding the earlier to occur of
the occurrences specified in Section 15(a) above, the Trustee shall, upon
its cancellation of each surrendered Certificate, distribute to each
Certificateholder presenting and surrendering its Certificates, the amount
otherwise distributable on such Distribution Date in respect of the Certificates
so presented and surrendered.  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.

     


    
      
         


      

      
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    (d) If any
amounts remain on deposit in the Expense Reserve Account after the final
distribution to Certificateholders of all amounts on or with respect to the
Underlying TLG Debt Securities, all obligations of the Trustee have
terminated and all Extraordinary Trust Expenses and Ordinary Expenses are paid
in full, any remaining amounts will be distributed to the
Depositor.

     

    Section
16. Non-Recourse.  Each
Certificateholder, by its acceptance of a Certificate or a beneficial interest
or participation therein, hereby acknowledges that such Certificateholder’s
Certificate represents a beneficial interest in the Trust only and does not
constitute an interest in or obligation of, and is not guaranteed by, the
Depositor, the Trustee, any of the TLG Debt Security Issuers, any of the
placement agents with respect to the Underlying TLG Debt Securities, the
underwriters of the Certificates, any other entity, governmental agency or
instrumentality, including the FDIC under the TLG Program or otherwise, or
any Affiliate of the Depositor, the Trustee, any of the TLG Debt Security
Issuers, any of the placement agents with respect to the Underlying
TLG Debt Securities, the underwriters of the Certificates, or any of their
respective directors, managers, officers, employees or agents, and no recourse
may be had against such Persons or their respective assets, including for any
tax, accounting or other treatment proposed to be applied to the Certificates or
any interest therein except as expressly provided herein.

     

    Section
17. Sale of Conveyed
Assets.  (a)  It is the express intent of the parties
hereto that the Transfer of the Conveyed Assets by the Depositor to the Trustee
on behalf of the Certificateholders be, and be construed as, a sale of the
Conveyed Assets by the Depositor and not a pledge of any Conveyed Assets by the
Depositor to secure a debt or other obligation of the Depositor.

     

    (b) In the
event that, notwithstanding the aforementioned intent of the parties, any of the
Conveyed Assets are held to be property of the Depositor, then, (i) the
Depositor hereby grants to the Trustee a security interest in all of the
Depositor’s right, title and interest, whether now owned or existing or
hereafter acquired or arising in, to and under the Conveyed Assets and all
proceeds thereof and (ii)(1) the Trust Agreement shall be a security
agreement within the meaning of the Uniform Commercial Code as in effect from
time to time in the State of New York; (2) the obligations secured by such
security agreement shall be all the Depositor’s obligations under the Trust
Agreement, including the obligation to provide to the Certificateholders the
benefits of the Trust Agreement relating to such Conveyed Assets and the Trust;
and (3) 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.

     

    (c) The
Depositor shall take such actions as may be necessary to ensure that such
security interest is a perfected security interest of first priority under
applicable law and will be maintained as such for so long as any of the Conveyed
Assets remain outstanding and the Trustee will provide any authorizations with
respect to such actions.  Without limiting the generality of the
foregoing, the Depositor shall cause to be filed, all filings necessary to
maintain the effectiveness of any original filings identified by the Depositor
to be necessary under the

     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee’s
security interest in the Conveyed Assets, 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 principal business office, or
jurisdiction of organization of the Depositor or (3) any transfer of any
interest of the Depositor in any Conveyed Asset.

     

    Section
18. No
Affiliation.  Each Certificateholder by acceptance of a
Certificate will be deemed to represent that it is not an affiliate of a TLG
Debt Security Issuer, institution affiliated party of a TLG Debt Security
Issuer, insider of a TLG Debt Security Issuer or an insider of an affiliate of a
TLG Debt Security Issuer as described in Section 370.3(e)(5) of the TLGP
Rule.

     

    


     


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Series Supplement to be
duly executed by their respective authorized officers as of the date first
written above.

     

    
      
        
          	 	
                  CREDIT
      SUISSE ASSET REPACKAGING DEPOSITOR LLC,

                	 
	 	as
      Depositor	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


        

         

        
          
            
              	 	[NAME
      OF TRUSTEE],	 
	 	as
      Trustee and Securities Intermediary	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


            

          

        

      

    

     

    



    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    SERIES
20[ ] -[ ]

     

    Underlying
TLG Debt Securities Schedule

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Underlying
      TLG Debt Securities:

                                        	
                                          [to
      come]

                                        
	 	 
	
                                          TLG
      Debt Security Issuer:

                                        	
                                          [to
      come]

                                        
	 	 
	
                                          Principal
      Amount Deposited:

                                        	
                                          [to
      come]

                                        
	 	 
	
                                          Original
      Issue Date:

                                        	
                                          [to
      come]

                                        
	 	 
	
                                          Principal
      Amount of

                                        	
                                          [to
      come]

                                        
	 	 
	
                                          [Underlying
      TLG Debt Securities Originally Issued:]

                                        	
                                          [$______]

                                        
	 	 
	
                                          Stated
      Maturity Date:

                                        	
                                          [to
      come]

                                        
	 	 
	
                                          Principal
      Payment Date:

                                        	
                                          [to
      come]

                                        
	 	 
	
                                          Interest
      Rate

                                        	
                                          [____%]
      per annum.

                                        
	 	 
	
                                          Underlying
      Interest Payment Dates:

                                        	
                                          [     ]
      and [      ]

                                        
	 	 
	
                                          Underlying
      TLG Debt Securities Record Dates:

                                        	
                                          [      ]

                                        
	 	 
	
                                          Optional
      Redemption:

                                        	
                                          [Y/N]

                                        
	 	 
	
                                          Redemption
      Prices:

                                        	
                                          [      ]

                                        
	 	 
	
                                          Priority:

                                        	 
      
	 	 
	
                                          Security:

                                        	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        Sch. I-1

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    STANDARD
TERMS FOR TRUST AGREEMENTS

     

    



    
      
         


      

      
        Exh.
A-1

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORM OF
TRUST RECEIPT

     

    


     

    [                ],
[       ]

     

    
      
        	
                 
      

              	
                Re:

              	
                [The
      Trust Agreement dated as of __________, 20__ (the “Trust Agreement”)
      between Credit Suisse Asset Repackaging Depositor LLC, as Depositor, and
      [             ],
      as Trustee][The Administrative Agreement dated as of ____________, 20__
      (the “Administrative Agreement”) between
      [             ],
      as Trustee and
      [           ], as
      Administrative Agent]
 	
                 

              


      

    

     

    Ladies
and Gentlemen:

     

    In
accordance with the provisions of Section 3(d) of the above-referenced
Trust Agreement, the undersigned, as the Trustee, hereby certifies as to each
Underlying TLG Debt Security set forth on Schedule I, (i) receipt of
the original Underlying TLG Note, (ii) that the Underlying
TLG Note has been reviewed by the Trustee and appears regular on its face
and is registered in the name of the Trustee on behalf of the Financial
Liquidity Aggregated Securities,
Series [              ]
Trust, (iii) receipt of an executed copy of each Underlying TLG Issuing and
Paying Agency Agreement, Securities Purchase Agreement, Private Placement
Agreement and Master Agreement Signature Page and (iv) that each Underlying
TLG Issuing and Paying Agency Agreement, Securities Purchase Agreement, Private
Placement Agreement and Master Agreement Signature Page has been reviewed by the
Trustee and appears regular on its face.  This certification is
subject to any exceptions noted on the attached schedule.

     

    The
Trustee makes no representations as to (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any Underlying
TLG Debt Security or (ii) the collectability, insurability, effectiveness
or suitability of any such Underlying TLG Debt Security.

     

    The
Trustee hereby confirms that it is holding each such Underlying TLG Debt
Security as Trustee under the Trust Agreement.

     

    This
Trust Receipt is not divisible or negotiable.

     

    Capitalized
terms used herein shall have the meaning ascribed to them in the Trust
Agreement.

     

    
      
        
          
            
              	 	[                                                 ],	 
	 	as
      Trustee	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ 	 
	 	Name: 	 
	 	Title:	 
	 	 	 	 


            

          

        

      

    

     

     

    



    
      
         


      

      
        Exh.
B-1

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    FORM OF
FINANCIAL LIQUIDITY AGGREGATED SECURITIES TRUST CERTIFICATE SERIES
20[  ]-[ ]

     

    


     

    [FACE OF
CERTIFICATE]

     

    EACH
ACQUIROR OF A CERTIFICATE THAT PURCHASES OR OTHERWISE ACQUIRES THIS CERTIFICATE
ON BEHALF OF, OR USING THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
THAT IS SUBJECT TO THE PROVISIONS OF SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED,  OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, WILL BE DEEMED TO REPRESENT THAT
EITHER (A) THE PLAN IS SO REPRESENTED IN THIS REGARD BY A QPAM OR INHAM (AS
THOSE TERMS ARE DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION (“PTE”) 84-14
AND PTE 96-23, RESPECTIVELY) AND WILL BE SO REPRESENTED FOR SO LONG AS SUCH PLAN
HOLDS THIS CERTIFICATE, AND THAT THE OTHER CONDITIONS OF PTE 84-14 OR PTE 96-23
ARE AND WILL AT ALL TIMES BE SATISFIED, (B) THE CONDITIONS TO THE APPLICABILITY
OF PTE 90-1, PTE 95-60 OR PTE 91-38 ARE AND WILL AT ALL TIMES BE SATISFIED OR
(C) THE CONDITIONS OF ANOTHER APPLICABLE EXEMPTION ARE AND WILL AT ALL TIMES BE
SATISFIED, SUCH THAT IN THE CASE OF EITHER (A), (B) OR (C), THE APPLICABLE
EXEMPTION APPLIES TO THE PURCHASE, CONTINUED HOLDING AND DISPOSITION OF THIS
CERTIFICATE, AS WELL AS TO THE UNDERLYING TRANSACTIONS OF THE
TRUST.

     


    
      
         


      

      
        Exh.
C-1

        
          

        

      

      
         


      

    


    [Include
if this Certificate is a Global Security:

     

    This
Certificate is a Global Security within the meaning of the Trust Agreement
hereinafter referred to and is registered in the name of the Depository or a
nominee of the Depository.  Unless and until this Certificate is
exchanged in whole or in part for the individual Certificates represented
hereby, it may not be transferred except as a whole and may only be transferred
by the Depository to a nominee of the Depository or by any such nominee to
either the Depository or another nominee of the Depository or by the Depository
or any nominee to a successor of the Depository or a nominee of such
successor.]

     

    Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Trustee or its agent for
registration of transfer, exchange or payment, and any certificate issued in
exchange for this certificate or any portion hereof is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), any
transfer, pledge or other use hereof for value or otherwise by or to any person
is wrongful inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.]

     

    


    
    

     

    
      	REGISTERED	
              CERTIFICATE
      PRINCIPAL BALANCE: $_______

            
	
              No. ______

            	 
	CUSIP No.
      ___________	 
	ISIN US
      _____________	 
	Common Code No.
      ____________	 


    

     

    [Financial
Liquidity Aggregated Securities] Trust Certificate,
Series 20[   ]-[  ]

     

    Issuance
Date:  ____________, 20[   ]

     

    Final
Scheduled Distribution Date:  l

     

    Evidencing
an undivided interest in [Financial Liquidity Aggregated Securities Series 20[
]-[  ]] Trust

     

    THIS
CERTIFIES THAT _______________, for value received, is the registered owner (the
“Holder”) of $__________ (___________ dollars) in Certificate Principal
Balance[, subject to change as specified in Schedule 1 hereto,] in [Financial
Liquidity Aggregated Securities Series 20[ ]-[  ]] Trust (the “Trust”)
created pursuant to the Standard Terms for Trust Agreements, dated as of
[      ], 20[  ] (the “Standard Terms”)
and the Series Supplement, Series 20[ ]-[ ], dated as of
[     ], 20[  ] (the “Series Supplement” and
together with the Standard Terms, the “Trust Agreement”), between
[      ], as trustee and securities intermediary
(the “Trustee”) and Credit Suisse Asset Repackaging Depositor LLC, as depositor
(the “Depositor”) evidenced by this certificate.  A summary of certain
of the pertinent provisions of which is set forth below.  To the
extent not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement.

     


    
      
         


      

      
        Exh.
C-2

        
          

        

      

      
         


      

    


    This
Certificate is one of the duly authorized Certificates of the Trust designated
as “[Financial Liquidity Aggregated Securities] Trust Certificates,
Series 20[  ]-[  ]” (the
“Certificates”).  This Certificate is issued under and is subject to
the terms, provisions, and conditions of the Trust Agreement.  By
virtue of its acceptance hereof, the Holder assents to and agrees to be bound by
the provisions of the Trust Agreement.

     

    This
Certificate evidences an undivided beneficial ownership interest in the Trust
Estate.  Subject to the terms and conditions of the Trust Agreement,
until the obligations created by the Trust Agreement shall have terminated in
accordance therewith, Certificateholders will be entitled to receive on each
Distribution Date distributions in an amount equal to their pro rata share of
the amounts received by the Trustee in respect of such Trust Estate and required
to be distributed to Certificateholders on such Distribution Date based on the
Certificate Principal Balance of the Certificates Outstanding as of the Record
Date, pursuant to the terms of the Trust Agreement.

     

    Except as
otherwise provided in the Trust Agreement and notwithstanding the foregoing,
distributions payable on the Final Scheduled Distribution Date or distributions
of principal on a Special Distribution Date will be made only upon presentation
and surrender of this Certificate at the Corporate Trust Office of the
Trustee.

     

    Each
Certificateholder, by its acceptance of this Certificate or a beneficial
interest or participation herein, consents to the authorization of the Trustee
as Representative pursuant to the TLG Program and confirms that it will not
exercise any right not to be represented by the Representative.

     

    Each
Certificateholder, by its acceptance of this Certificate or a beneficial
interest or participation herein, authorizes the Trustee as Representative, at
such time as the FDIC commences making any guarantee payments to the
Representative with respect to an Underlying TLG Debt Security (for the benefit
of the Certificateholders) pursuant to the TLG Program, to execute an assignment
in the form attached as Exhibit A to the Underlying TLG Note pursuant to which
the Representative shall assign to the FDIC its right as Representative to
receive any and all payments from the TLG Debt Security Issuer under any TLG
Underlying Instrument on behalf of the Certificateholders.

     

    If, at
any time on or prior to the expiration of the period during which an Underlying
TLG Debt Security is guaranteed by the FDIC pursuant to the TLG Program, payment
in full shall be made on such Underlying TLG Debt Security pursuant to the TLG
Program on the outstanding principal and accrued interest to such date of
payment, each Certificateholder by its acceptance of this Certificate or a
beneficial interest or participation therein, hereby authorizes the
Representative to promptly surrender to the FDIC the security certificate, note
or other instrument evidencing such TLG Debt Security, if any.

     

    Each
Certificateholder, by its acceptance of this Certificate or a beneficial
interest or participation herein, agrees to treat the Trust as a grantor trust
for all U.S. federal, state and local income tax purposes.

     

    Each
Certificateholder, by its acceptance of this Certificate or a beneficial
interest or participation herein, represents that it is not an affiliate of a
TLG Debt Security Issuer,

     


    
      
         


      

      
        Exh.
C-3

        
          

        

      

      
         


      

    


    institution-affiliated
party of a TLG Debt Security Issuer, insider of a TLG Debt Security Issuer or an
insider of an affiliate of a TLG Debt Security Issuer as described in Section
370.3(e)(5) of the TLGP Rule.

     

    If any
tax or other governmental charge shall become payable by or on behalf of the
Trustee, including any tax or governmental charge required to be withheld from
any payment by the Trustee under the provisions of any applicable law or
regulation with respect to this Certificate, such tax or governmental charge
shall be payable by the Certificateholder and may be withheld by the
Trustee.  The consent of the Certificateholder shall not be required
for such withholding.  The Trust shall not be obligated to pay any
additional amounts to the Certificateholder as a result of any withholding or
deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges.

     

    THE TRUST
AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

     

    Unless
the certificate of authentication hereon has been executed by the Trustee or any
Authenticating Agent, by manual or facsimile signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for any
purpose.

     

    This
Certificate does not purport to summarize the Trust Agreement and reference is
hereby made to the Trust Agreement for information with respect to the rights,
benefits, obligations and duties evidenced thereby.  A copy of the
Trust Agreement may be examined by any Certificateholder, upon request (free of
charge), during normal business hours at the Corporate Trust Office of the
Trustee, located initially at
[           ], and at
such other places, if any, designated by the Trustee.

     

    Reference
is hereby made to the further terms of this Certificate set forth on the reverse
hereof, which further terms shall for all purposes have the same effect as if
set forth at this place.

     


    
      
         


      

      
        Exh.
C-4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust, and not in its individual
capacity, has caused this Certificate to be duly executed.

     

     

     

     

    
      
        
          
            
              	 	[FINANCIAL
      LIQUIDITY AGGREGATED SECURITIES SERIES 20[ ]-[  ]]
    TRUST	 
	 	 	 
	 	By:
      [                  ],
      as Trustee	 
	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ 	 
	 	 	Authorized
      Signatory	 
	 	 	 	 
	 DATED:	 	 	 


            

          

        

      

    

     

    [Authenticating
Agent’s] [Trustee’s] Certificate of Authentication:

     

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

     

     

    
      
        
          	 Date:	[                         ],
      as	 
	 	[Trustee][Authenticating
      Agent]	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Authorized
      Signatory	 
	 	 	 	 
	 	 	 	 


        

      
                                                                                                                                           

    



    
      
         


      

      
        Exh.
C-5  

        
          

        

      

      
         


      

    


    [REVERSE
OF CERTIFICATE]


     

    [Financial
Liquidity Aggregated Securities] Trust Certificate, Series
20[   ]-[  ]

     

    The Trust
Agreement permits the amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and in other circumstances
with the consent of the Holders of the Certificates.

     

    As
provided in the Trust Agreement and subject to certain limitations herein and
therein set forth, the transfer or exchange of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration
of transfer or exchange at the Corporate Trust Office of the Trustee,
accompanied, as applicable, by a written instrument of transfer in form and
substance satisfactory to the [Trustee][Depositor][Certificate Registrar] duly
completed and executed by the Holder hereof or such Holder’s 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), and thereupon one or more new Certificates of
authorized denominations evidencing the same aggregate Certificate Principal
Balance will be issued to the designated transferee(s).   No
service charge will be made to the Holder hereof for any registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.

     

    As
provided in the Trust Agreement and subject to certain limitations herein and
therein set forth, this Certificate is exchangeable for new Certificates of
authorized denominations representing the same aggregate Certificate Principal
Balance, as requested by the Holder surrendering the same.  The
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith and any other
expenses (including the Trustee’s fees and expenses) connected therewith, except
as otherwise specified in the Trust Agreement.

     

    The
Certificates are issuable only in registered form without coupons in minimum
denominations of $[100,000] and increments of $[1,000] in excess
thereof.

     

    Prior to
due presentment for registration of transfer or exchange and for all other
purposes, the Depositor, the Trustee and any agent of the Depositor or the
Trustee shall treat the person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Trustee or any
such agent shall be affected by notice to the contrary.

     

    The
obligations and responsibilities created by the Trust Agreement and the Trust
created thereby will terminate upon the payment to Certificateholders of all
amounts required to be paid to them pursuant to the Trust
Agreement.

     

    Each
Certificateholder, by its acceptance of this Certificate or a beneficial
interest or participation herein, acknowledges that this Certificate represents
a beneficial interest in the Trust only and does not constitute an interest in
or obligation of, and is not guaranteed by, the

     


    
      
         


      

      
        Exh.
C-6  

        
          

        

      

      
         


      

    


    Depositor,
the Trustee, any of the TLG Debt Security Issuers, any of the placement
agents with respect to the Underlying TLG Debt Securities, the underwriters
of the Certificates, any other entity, governmental agency or instrumentality,
including the FDIC under the TLG Program or otherwise, or any Affiliate of
the Depositor, the Trustee, any of the TLG Debt Security Issuers, any of
the placement agents with respect to the Underlying TLG Debt Securities,
the underwriters of the Certificates, or any of their respective directors,
managers, officers, employees or agents, and no recourse shall be had against
such Persons or their respective assets, including for any tax, accounting or
other treatment proposed to be applied to the Certificates or any interest
therein except as expressly provided in the Trust Agreement.

     


    
      
         


      

      
        Exh.
C-7  

        
          

        

      

      
         


      

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s), and transfer(s) unto


     

     

      
        

      

    

     

      
        

      

    

     

    (Please
print or typewrite name and address including postal zip code of
assignee)

     

    an
undivided interest in [Financial Liquidity Aggregated Securities Series
20[  ]-[  ] Trust] evidenced by the within Certificate and
hereby authorizes the transfer of registration of such 

     

    undivided
interest to assignee on the Certificate Register of the Trust.

     

    I (We)
further direct the Trustee to issue a new Certificate of a like denomination, to
the above named assignee and deliver such Certificate to the following
address:

     

     

      
        

      

    

     

    
      
        	Dated: 	 	 
	 	 	 	 
	
                 

              	
                 

              	 	 
	 	 	Signature
      by or on behalf of assignor	 
	 	 	 	 
	 	 	 	 


      

    


    
      
         


      

      
        Exh.
C-8  

        
          

        

      

      
         


      

    


    


      DISTRIBUTION
INSTRUCTIONS

       

      The
assignee should include the following for purposes of distribution:

       

      Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to,
_______________________________________________________________

      _______________________________________________________________
for the account of
______________________________________________________________, account number
____________________________, or, if mailed by check, to
_________________________________________________________.  Applicable
statements should be mailed to
___________________________________________________________________________________________________________________.

       

      This
information is provided by
____________________________________________________________________________________________,
the assignee named above, or
_______________________________________________________________________________________,
as its agent.

       


      
        
           


        

        
          Exh.
C-9  

          
            

          

        

        
           


        

      

    

     

    STATE
OF          )

                                
)ss.:

    COUNTY
OF      )

     

    On the
___ day of _______________, 20__ before me, a notary public in and for said
State, personally appeared __________________________________________, known to
me who, being by me duly sworn, did depose and say that he executed the
foregoing instrument.

     

    _________________________________________

                                       Notary Public

     

    [Notorial
Seal]

     

     

     

    
      
        
        

      

      
        Exh.
C-10

        
          

        

      

      
        
        

      

    


    [Include
if this Certificate is a Global Security]

     

    Schedule
1

     

    SCHEDULE
OF CHANGES IN OUTSTANDING CERTIFICATE PRINCIPAL BALANCE

     

    The
following notations in respect of changes in the outstanding Certificate
Principal Balance of this Global Security have been made on the Final Scheduled
Distribution Date or with respect to any payment of principal of the Underlying
TLG Debt Securities on a Special Distribution Date:

     

    
      
        	
                
                   

                  Date

                

              	
                
                   

                  Initial
      Certificate

                  Principal
      Balance

                

              	
                
                   

                  Change
      in Outstanding

                  Certificate
      Principal Balance

                

              	
                
                   

                  New
      Certificate Principal Balance

                

              	
                
                   

                  Notation

                  Made
      by

                

              


      

    

    


     

     

     

     

    
      
        
        

      

      
        Exh.
C-11

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
D

     

    ADDITIONAL
FORM 10-D DISCLOSURE

     

    
      
        
          
            	
                    ADDITIONAL
      FORM 10-D DISCLOSURE

                     

                  
	
                    Item
      on Form 10-D

                  	
                    Responsible
      Party

                  
	
                    Item 1:  Distribution
      and Pool Performance Information

                     

                     

                  	 
      
	
                    Information
      included in the Distribution Statement to
    Certificateholders

                  	
                    Trustee
      [and Administrative Agent]

                     

                  
	
                    Any
      information required by 1121 which is NOT included on the Distribution
      Statement to Certificateholders

                     

                  	
                    Depositor

                  
	
                    Item 2:  Legal
      Proceedings

                     

                    Any
      legal proceeding pending against the following entities or their
      respective property, that is material to Certificateholders, including any
      proceedings known to be contemplated by governmental
      authorities:

                  	 
      
	
                    ▪
      Issuing Entity (Trust)

                  	
                    Trustee,
      Administrative Agent and Depositor

                  
	
                    ▪
      Sponsor

                  	
                    Depositor

                  
	
                    ▪
      Depositor

                  	
                    Depositor

                  
	
                    ▪
      Trustee

                  	
                    Trustee

                  
	
                    ▪
      [Administrative Agent]

                  	
                    [Administrative
      Agent]

                  
	
                    ▪
      [Sub-Administrative Agent]

                  	
                    [Sub-Administrative
      Agent]

                  
	
                    ▪
      Any other party contemplated by 1100(d)(1)

                  	
                    Depositor

                  
	
                    Item 3:  Sale
      of Securities and Use of Proceeds

                    Information
      from Item 2(a) of Part II of Form 10-Q:

                     

                    With
      respect to any sale of securities by the sponsor, depositor or issuing
      entity, that are backed by the same asset pool or are otherwise issued by
      the issuing entity, whether or not registered, provide the sales and use
      of proceeds information in Item 701 of
      Regulation S-K.  Pricing information can be omitted if
      securities were not registered.

                  	
                    Depositor

                    [N/A]

                  
	
                    Item 4:  Defaults
      Upon Senior Securities

                     

                    Information
      from Item 3 of Part II of Form 10-Q:

                     

                    Report
      the occurrence of any Event of Default

                  	
                    Trustee

                    (to
      the extent Trustee has
knowledge)

                  


          

        

      

    

    


     

     

     

     

    
      
        
        

      

      
        Exh.
D-1

        
          

        

      

      
        
        

      

    

    
 

    


    
      
        
          
            	
                    ADDITIONAL
      FORM 10-D DISCLOSURE

                     

                  
	
                    Item
      on Form 10-D

                  	
                    Responsible
      Party

                  
	
                    (after
      expiration of any grace period and provision of any required
      notice)

                  	 
      
	
                    Item 5:  Submission
      of Matters to a Vote of Security Holders

                     

                    Information
      from Item 4 of Part II of Form 10-Q

                  	
                    Trustee

                    (to
      the extent Trustee has knowledge)

                  
	
                    Item 6:  Significant
      Obligors of Pool Assets

                     

                    Item 1112(b) –
      Significant Obligor
      Financial Information*

                  	
                    Depositor

                    [N/A]

                  
	
                    *This
      information need only be reported on the Form 10-D for the
      distribution period in which updated information is required pursuant to
      the Item.

                  	 
      
	
                    Item 7:  Significant
      Enhancement Provider Information

                     

                    Item 1114(b)(2)
      – Credit Enhancement Provider Financial Information*

                  	
                     

                     

                     

                    Depositor

                    [N/A]

                  
	
                    ▪
      Determining applicable disclosure threshold

                  	 
      
	
                    ▪
      Requesting required financial information (including any required
      accountants’ consent to the use thereof) or effecting incorporation by
      reference

                  	 
      
	
                    Item 1115(b)
      – Derivative Counterparty Financial Information*

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Determining current maximum probable exposure

                  	 
      
	
                    ▪
      Determining current significance percentage

                  	 
      
	
                    ▪
      Requesting required financial information (including any required
      accountants’ consent to the use thereof) or effecting incorporation by
      reference

                  	 
      
	
                    *This
      information need only be reported on the Form 10-D for the
      distribution period in which updated information is required pursuant to
      the Items.

                  	 
      
	
                    Item 8:  Other
      Information

                     

                    Disclose
      any information required to be reported on Form 8-K during the period
      covered by the Form 10-D but not reported

                  	
                    Any
      responsible party for the applicable

                    Form 8-K
      Disclosure item

                  
	
                    Item 9:  Exhibits

                  	 
      
	
                    Distribution
      Statement to Certificateholders

                  	
                    Trustee
      [Administrative Agent]

                  
	
                    Exhibits
      required by Item 601 of Regulation S-K,

                  	
                    Depositor

                  


          

        

      

    

    


     

     

     

    
      
        
        

      

      
        Exh.
D-2

        
          

        

      

      
        
        

      

    

     


    


    
      
        
          
            	
                    ADDITIONAL
      FORM 10-D DISCLOSURE

                     

                  
	
                    Item
      on Form 10-D

                  	
                    Responsible
      Party

                  
	
                    such
      as material agreements

                  	 
      


          

        

      

    

    


     

     

     

     

    
      
        
        

      

      
        Exh.
D-3

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
E

     

    ADDITIONAL
FORM 10-K DISCLOSURE

     

    
      
        
          
            	
                    ADDITIONAL
      FORM 10-K DISCLOSURE

                  
	
                    Item
      on Form 10-K

                  	
                    Responsible
      Party

                  
	
                    Item 1B:  Unresolved
      Staff Comments

                     

                     

                  	
                    Depositor

                  
	
                    Item 9B:  Other
      Information

                    Disclose
      any information required to be reported on Form 8-K during the fourth
      quarter covered by the Form 10-K but not reported

                  	
                    Any
      responsible party for disclosure items on Form 8-K

                  
	
                    Item 15:  Exhibits,
      Financial Statement Schedules

                  	
                    (i)
      As to agreements, Trustee/Depositor and (ii) as to financial
      statements, Reporting Servicers (as to themselves)

                  
	
                    Reg
      AB Item 1112(b):  Significant Obligors of Pool
      Assets

                  	
                    Depositor

                    [N/A]

                  
	
                    Signifiant
      Obligor Financial Information*

                  	 
      
	
                    *This
      information need only be reported on the Form 10-D for the
      distribution period in which updated information is required pursuant to
      the Item.

                  	 
      
	
                    Reg
      AB Item 1114(b)(2):  Credit Enhancement Provider Financial
      Information

                  	
                     

                    Depositor

                    [N/A]

                  
	
                    ▪
      Determining applicable disclosure threshold

                  	 
      
	
                    ▪
      Requesting required financial information (including any required
      accountants’ consent to the use thereof) or effecting incorporation by
      reference

                  	 
      
	
                    *This
      information need only be reported on the Form 10-D for the
      distribution period in which updated information is required pursuant to
      the Items.

                  	 
      
	
                    Reg
      AB Item 1115(b):  Derivative Counterparty Financial
      Information

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Determining current maximum probable exposure

                  	 
      
	
                    ▪
      Determining current significance percentage

                  	 
      
	
                    ▪
      Requesting required financial information (including any required
      accountants’ consent to the use thereof) or effecting incorporation by
      reference

                  	 
      
	
                    *This
      information need only be reported on the Form 10-D for the
      distribution period in which updated information is required pursuant to
      the Items.

                  	 
      
	
                    Reg
      AB Item 1117:  Legal Proceedings

                  	 
      


          

        

      

    

    


     

     

     

     

     

    
      
        
        

      

      
        Exh.
E-1

        
          

        

      

      
        
        

      

    

     

    


    
      
        
          
            	
                    ADDITIONAL
      FORM 10-K DISCLOSURE

                  
	
                    Item
      on Form 10-K

                  	
                    Responsible
      Party

                  
	
                     

                    Any
      legal proceeding pending against the following entities or their
      respective property, that is material to Certificateholders, including any
      proceedings known to be contemplated by governmental
      authorities:

                  	 
      
	
                    ▪
      Issuing Entity (Trust)

                  	
                    Trustee,
      Administrative Agent and Depositor

                  
	
                    ▪
      Sponsor

                  	
                    Depositor

                  
	
                    ▪
      Depositor

                  	
                    Depositor

                  
	
                    ▪
      Trustee

                  	
                    Trustee

                  
	
                    ▪
      [Administrative Agent]

                  	
                    [Administrative
      Agent]

                  
	
                    ▪
      [Sub-Administrative Agent]

                  	
                    [Sub-Administrative
      Agent]

                  
	
                    ▪
      Any other party contemplated by 1100(d)(1)

                  	
                    Depositor

                  
	
                    Reg
      AB Item 1119:  Affiliations and
    Relationships

                  	 
      
	
                    Whether
      (a) the Sponsor, Depositor or Issuing Entity is an affiliate of the
      following parties, and (b) to the extent known and material, any of
      the following parties are affiliated with one another:

                     

                  	
                    Depositor
      as to (a)

                     

                  
	
                    ▪
      Trustee

                  	
                    Trustee

                  
	
                    ▪
      [Administrative Agent]

                  	
                    [Administrative
      Agent]

                  
	
                    ▪
      [Sub-Administrative Agent]

                  	
                    [Sub-Administrative
      Agent]

                  
	
                    ▪
      Any 1112(b) Significant Obligor

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Any 1114 Credit Enhancement Provider

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Any other 1101(d)(1) material party

                  	
                    Depositor

                  
	
                    Whether
      there are any “outside the ordinary course business arrangements” other
      than would be obtained in an arm’s length transaction between (a) the
      Sponsor, Depositor or Issuing Entity on the one hand, and (b) any of
      the following parties (or their affiliates) on the other hand, that exist
      currently or within the past two years and that are material to a
      Certificateholder’s understanding of the Certificates:

                     

                  	
                    Depositor
      as to (a)

                     

                  
	
                    ▪
      Trustee

                  	
                    Trustee

                  
	
                    ▪
      [Administrative Agent]

                  	
                    [Administrative
      Agent]

                  
	
                    ▪
      [Sub-Administrative Agent]

                  	
                    [Sub-Administrative
      Agent]

                  
	
                    ▪
      Any 1112(b) Significant Obligor

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Any 1114 Credit Enhancement Provider

                  	
                    Depositor

                  


          

        

      

    

     

     

     

     

    
      
        
        

      

      
        Exh.
E-2

        
          

        

      

      
        
        

      

    

     

     

    


    
      
        
          
            	
                    ADDITIONAL
      FORM 10-K DISCLOSURE

                  
	
                    Item
      on Form 10-K

                  	
                    Responsible
      Party

                  
	 
      	
                    [N/A]

                  
	
                    ▪
      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Any other 1101(d)(1) material party

                  	
                    Depositor

                  
	
                    Whether
      there are any specific relationships involving the transaction or the pool
      assets between (a) the Sponsor, Depositor or Issuing Entity on the
      one hand, and (b) any of the following parties (or their affiliates)
      on the other hand, that exist currently or within the past two years and
      that are material:

                     

                  	
                    Depositor
      as to (a)

                     

                  
	
                    ▪
      Trustee

                  	
                    Trustee

                  
	
                    ▪
      [Administrative Agent]

                  	
                    [Administrative
      Agent]

                  
	
                    ▪
      [Sub-Administrative Agent]

                  	
                    [Sub-Administrative
      Agent]

                  
	
                    ▪
      Any 1112(b) Significant Obligor

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Any 1114 Credit Enhancement Provider

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Any other 1101(d)(1) material party

                  	
                    Depositor

                  


          

        

      

    

    


     

     

     

    
      
        
        

      

      
        Exh.
E-3

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
F

     

    FORM 8-K
DISCLOSURE

     

    
      
        
          
            	
                    FORM
      8-K DISCLOSURE INFORMATION

                  
	
                    Item
      on Form 8-K

                  	
                    Responsible
      Party

                  
	
                    Item 1.01-
      Entry into a Material Definitive Agreement

                     

                    Disclosure
      is required regarding entry into or amendment of any definitive agreement
      that is material to the securitization, even if depositor is not a
      party.

                     

                    Examples:  servicing
      agreement, custodial agreement.

                     

                    Note:  disclosure
      not required as to definitive agreements that are fully disclosed in the
      prospectus

                  	
                    All
      parties (with respect to any agreement entered into by such
      party)

                  
	
                    Item 1.02-
      Termination of a Material Definitive Agreement

                     

                    Disclosure
      is required regarding termination of any definitive agreement that is
      material to the securitization (other than expiration in accordance with
      its terms), even if depositor is not a party.

                     

                    Examples:  servicing
      agreement, custodial agreement.

                  	
                    All
      parties (with respect to any agreement entered into by such
      party)

                  
	
                    Item 1.03-
      Bankruptcy or Receivership

                     

                    Disclosure
      is required regarding the bankruptcy or receivership, with respect to any
      of the following:

                     

                  	 
      
	
                    ▪
      Sponsor

                  	
                    Depositor

                  
	
                    ▪
      Depositor

                  	
                    Depositor

                  
	
                    ▪
      Other Servicer servicing 20% or more of the pool assets at the time of the
      report

                  	
                    Servicer

                  
	
                    ▪
      Other material servicers

                  	
                    Servicer

                  
	
                    ▪
      Trustee

                  	
                    Trustee

                  
	
                    ▪
      [Administrative Agent]

                  	
                    [Administrative
      Agent]

                  
	
                    ▪[Sub-Administrative
      Agent]

                  	
                    [Sub-Administrative
      Agent]

                  
	
                    ▪
      Signifiant Obligor

                  	
                    Depositor

                    [N/A]

                  
	
                    ▪
      Credit Enhancer (10% or more)

                  	
                    Depositor

                    [N/A]

                  


          

        

      

    

     

     

     

     

    
      
        
        

      

      
        Exh.
F-1

        
          

        

      

      
        
        

      

    

    
 

    
      
        
          
            	
                    FORM
      8-K DISCLOSURE INFORMATION

                  
	
                    Item
      on Form 8-K

                  	
                    Responsible
      Party

                  
	
                    ▪
      Derivative Counterparty

                  	
                    Depositor

                    [N/A]

                  
	
                    Item 2.04-
      Triggering Events that Accelerate or Increase a Direct Financial
      Obligation or an Obligation under an Off-Balance Sheet
      Arrangement

                     

                    Includes
      an early amortization, performance trigger or other event, including event
      of default, that would materially alter the payment priority/distribution
      of cash flows/amortization schedule.

                     

                    Disclosure
      will be made of events other than waterfall triggers which are disclosed
      in the monthly statements to the certificateholders.

                  	
                    Trustee/
      Depositor (with respect to any agreement to which the Trustee is not a
      party)

                  
	
                    Item 3.03-
      Material Modification to Rights of Security Holders

                     

                    Disclosure
      is required of any material modification to documents defining the rights
      of Certificateholders, including the Pooling and Servicing
      Agreement.

                  	
                    Trustee

                     

                  
	
                    Item 5.03-
      Amendments of Articles of Incorporation or Bylaws; Change of Fiscal
      Year

                    Disclosure
      is required of any amendment “to the governing documents of the issuing
      entity”.

                  	
                    Trustee
      and Depositor

                  
	
                    Item 6.01-
      ABS Informational and Computational Material

                     

                  	
                    Depositor

                  
	
                    Item 6.02-
      Change of Servicer or Trustee

                     

                    Requires
      disclosure of any removal, replacement, substitution or addition of any
      master servicer, affiliated servicer, other servicer servicing 10% or more
      of pool assets at time of report, other material servicers or
      trustee.

                  	
                    Depositor/Trustee
      (as to itself)/successor trustee/Administrative Agent (as to
      itself)/successor administrative agent

                  
	
                    Reg
      AB disclosure about any new servicer or master servicer is also
      required.

                  	
                    Trustee/
      Depositor/Administrative Agent

                  
	
                    Reg
      AB disclosure about any new Trustee is also required.

                  	
                    successor
      trustee

                  
	
                    Item 6.03-
      Change in Credit Enhancement or External Support

                    Covers
      termination of any enhancement in manner other than by its terms, the
      addition of an

                  	
                    N/A

                  


          

        

      

    

    


     

     

    
      
        
        

      

      
        Exh.
F-2

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
          
            	
                    FORM
      8-K DISCLOSURE INFORMATION

                  
	
                    Item
      on Form 8-K

                  	
                    Responsible
      Party

                  
	
                    enhancement,
      or a material change in the enhancement provided.  Applies to
      external credit enhancements as well as derivatives.

                  	 
      
	
                    Reg
      AB disclosure about any new enhancement provider is also
      required.

                  	
                    Depositor

                  
	
                    Item 6.04-
      Failure to Make a Required Distribution

                  	
                    Trustee
      (to the extent the Trustee has knowledge thereof)/Depositor (to the extent
      the Depositor has knowledge thereof)/Administrative Agent (to the extent
      the Administrative Agent has knowledge thereof)

                     

                  
	
                    Item 6.05-
      Securities Act Updating Disclosure

                     

                    If
      any material pool characteristic differs by 5% or more at the time of
      issuance of the securities from the description in the final prospectus,
      provide updated Reg AB disclosure about the actual asset
    pool.

                  	
                    Depositor

                  
	
                    If
      there are any new servicers or originators required to be disclosed under
      Regulation AB as a result of the foregoing, provide the information called
      for in Items 1108 and 1110 respectively.

                  	
                    Depositor

                  
	
                    Item 7.01-
      Reg FD Disclosure

                  	
                    All
      parties

                  
	
                    Item 8.01-
      Other Events

                     

                    Any
      event, with respect to which information is not otherwise called for in
      Form 8-K, that the registrant deems of importance to
      certificateholders.

                  	
                    Depositor

                  
	
                    Item 9.01-
      Financial Statements and Exhibits

                  	
                    Responsible
      servicer for reporting/disclosing the financial statement or
      exhibit

                  


          

        

      

    

    


     

     

    
      
        
        

      

      
        Exh.
F-3

        
          

        

      

      
        
        

      

    

    EXHIBIT
G

     

    FORM OF
PERFORMANCE CERTIFICATION

     

     

    
      	
              Re:  

            	
              [The
      Trust Agreement dated as of __________, 20__ (the “Trust Agreement”)
      between Credit Suisse Asset Repackaging Depositor LLC, as Depositor, and
      [       ], as Trustee][The
      Administrative Agreement dated as of ____________, 20__ (the
      “Administrative Agreement”) between
      [       ], as Trustee and
      [      ], as Administrative
      Agent]

            


    

     

    I,
________________________________, the _______________________ of [NAME OF
COMPANY] (the “Company”), certify to the [Trustee], and its officers, directors
and Affiliates (collectively, the “Certification Parties”) with the knowledge
and intent that they will rely upon this certification, that:

     

    (1)           I
have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”),
the report on assessment of the Company’s compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”),
provided in accordance with Rules 13a-18 and 15d-18 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of
Regulation AB (the “Assessment of Compliance”), the registered public accounting
firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the
“Accounting Firm Attestation”), [all reports, officer’s certificates and other
information relating to the servicing of the Underlying TLG Debt Securities by
the Company during 20[  ] that were delivered by the Company to the
Depositor, the Administrative Agent and the Trustee pursuant to the Trust
Agreement](collectively, the “Servicing Information”);

     

    (2)           Based
on my knowledge, the Servicing Information, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period of
time covered by the Servicing Information;

     

    (3)           Based
on my knowledge, all of the Servicing Information required to be provided by the
Company under the Trust Agreement has been provided to the Depositor, the
Administrative Agent and the Trustee;

     

    (4)           I
am responsible for reviewing the activities performed by the Company as a
servicer under the [Trust Agreement][Administrative Agreement], and based on my
knowledge and the compliance review conducted in preparing the Compliance
Statement and except as disclosed in the Compliance Statement, the Assessment of
Compliance or the Accounting Firm Attestation, the Company has fulfilled its
obligations under the [Trust Agreement][Administrative Agreement];
and

     

     

     

    
      
        
        

      

      
        Exh.
G-1

        
          

        

      

      
        
        

      

    

     


    (5)           The
Compliance Statement, Assessment of Compliance and Accounting Firm Attestation
required to be provided by the Company and by any Reporting Subcontractor
engaged by it pursuant to the [Trust Agreement][Administrative Agreement], have
been provided to the Trustee.  Any material instances of noncompliance
described in such reports have been disclosed to the Trustee.  Any
material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.

     

    Capitalized
terms not otherwise defined herein have the meanings ascribed thereto in the
Trust Agreement and the Administrative Agreement.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	 Date:	 	 
	 	 	 	 
	 	 	 	 
	
                                         

                                      	 By:
      	 	 
	 	 Name:	 	 
	
                                         

                                      	 Title:	 	 
	 	 	 	 
	
                                         

                                      	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



     

     

    
      
        
        

      

      
        Exh.
G-2

        
          

        

      

      
        
        

      

    

    EXHIBIT
H

     

    [FORM OF]
SERVICING CRITERIA TO BE ADDRESSED IN

    ASSESSMENT
OF COMPLIANCE STATEMENT

    


    The
assessment of compliance to be delivered by each party listed below shall
address, at a minimum, the criteria identified as below as “Applicable Servicing
Criteria”:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  	
                                                                                                                          Servicing
      Criteria

                                                                                                                        	
                                                                                                                          Applicable
      Servicing Criteria/

                                                                                                                          Responsible
      Party

                                                                                                                        
	
                                                                                                                          Reference

                                                                                                                        	
                                                                                                                          Criteria

                                                                                                                        	 
      
	 
      	
                                                                                                                          General
      Servicing Considerations

                                                                                                                        	 
      
	
                                                                                                                          1122(d)(1)(i)

                                                                                                                        	
                                                                                                                          Policies
      and procedures are instituted to monitor any performance or other triggers
      and events of default in accordance with the transaction
      agreements.

                                                                                                                        	 
      
	
                                                                                                                          1122(d)(1)(ii)

                                                                                                                        	
                                                                                                                          If
      any material servicing activities are outsourced to third parties,
      policies and procedures are instituted to monitor the third party’s
      performance and compliance with such servicing activities.

                                                                                                                        	 
      
	
                                                                                                                          1122(d)(1)(iii)

                                                                                                                        	
                                                                                                                          Any
      requirements in the transaction agreements to maintain a back-up servicer
      for the mortgage loans are maintained.

                                                                                                                        	 
      
	
                                                                                                                          1122(d)(1)(iv)

                                                                                                                        	
                                                                                                                          A
      fidelity bond and errors and omissions policy is in effect on the party
      participating in the servicing function throughout the reporting period in
      the amount of coverage required by and otherwise in accordance with the
      terms of the transaction agreements.

                                                                                                                        	 
      
	 
      	
                                                                                                                          Cash
      Collection and Administration

                                                                                                                        	 
      
	
                                                                                                                          1122(d)(2)(i)

                                                                                                                        	
                                                                                                                          Payments
      on mortgage loans are deposited into the appropriate custodial bank
      accounts and related bank clearing accounts no more than two business days
      following receipt, or such other number of days specified in the
      transaction agreements.

                                                                                                                        	 
      
	
                                                                                                                          1122(d)(2)(ii)

                                                                                                                        	
                                                                                                                          Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.

                                                                                                                        	 
      
	
                                                                                                                          1122(d)(2)(iii)

                                                                                                                        	
                                                                                                                          Advances
      of funds or guarantees regarding collections, cash flows or distributions,
      and any interest or other fees charged for such advances, are made,
      reviewed and approved as specified in the transaction
      agreements.

                                                                                                                        	 
      
	
                                                                                                                          1122(d)(2)(iv)

                                                                                                                        	
                                                                                                                          The
      related accounts for the transaction, such as cash reserve accounts or
      accounts established as a form of overcollateralization, are separately
      maintained (e.g., with respect to commingling of cash) as set forth in the
      transaction agreements.

                                                                                                                        	 
      


                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

     

     

    
      
        
        

      

      
        Exh.
H-1

        
          

        

      

      
        
        

      

    

     


    


    
      
        
          
            
              
                
                  	
                          Servicing
      Criteria

                        	
                          Applicable
      Servicing Criteria/

                          Responsible
      Party

                        
	
                          Reference

                        	
                          Criteria

                        	 
      
	
                          1122(d)(2)(v)

                        	
                          Each
      custodial account is maintained at a federally insured depository
      institution as set forth in the transaction agreements.  For
      purposes of this criterion, “federally insured depository institution”
      with respect to a foreign financial institution means a foreign financial
      institution that meets the requirements of Rule 13k-1(b)(1) of the
      Securities Exchange Act.

                        	 
      
	
                          1122(d)(2)(vi)

                        	
                          Unissued
      checks are safeguarded so as to prevent unauthorized
    access.

                        	 
      
	
                          1122(d)(2)(vii)

                        	
                          Reconciliations
      are prepared on a monthly basis for all asset-backed securities related
      bank accounts, including custodial accounts and related bank clearing
      accounts.  These reconciliations are (A) mathematically
      accurate; (B) prepared within 30 calendar days after the bank
      statement cutoff date, or such other number of days specified in the
      transaction agreements; (C) reviewed and approved by someone other
      than the person who prepared the reconciliation; and (D) contain
      explanations for reconciling items.  These reconciling items are
      resolved within 90 calendar days of their original identification, or such
      other number of days specified in the transaction
    agreements.

                        	 
      
	 
      	
                          Investor
      Remittances and Reporting

                        	 
      
	
                          1122(d)(3)(i)

                        	
                          Reports
      to investors, including those to be filed with the Commission, are
      maintained in accordance with the transaction agreements and applicable
      Commission requirements.  Specifically, such reports
      (A) are prepared in accordance with timeframes and other terms set
      forth in the transaction agreements; (B) provide information
      calculated in accordance with the terms specified in the transaction
      agreements; (C) are filed with the Commission as required by its
      rules and regulations; and (D) agree with investors’ or the trustee’s
      records as to the total unpaid principal balance and number of mortgage
      loans serviced by the Servicer.

                        	 
      
	
                          1122(d)(3)(ii)

                        	
                          Amounts
      due to investors are allocated and remitted in accordance with timeframes,
      distribution priority and other terms set forth in the transaction
      agreements.

                        	 
      
	
                          1122(d)(3)(iii)

                        	
                          Disbursements
      made to an investor are posted within two business days to the Servicer’s
      investor records, or such other number of days specified in the
      transaction agreements.

                        	 
      
	
                          1122(d)(3)(iv)

                        	
                          Amounts
      remitted to investors per the investor reports agree with cancelled
      checks, or other form of payment, or custodial bank
      statements.

                        	 
      


                

              

            

          

        

      

    

    


     

     

     

    
      
        
        

      

      
        Exh.
H-2

        
          

        

      

      
        
        

      

    

     


    


    
      
        
          
            
              
                
                  	
                          Servicing
      Criteria

                        	
                          Applicable
      Servicing Criteria/

                          Responsible
      Party

                        
	
                          Reference

                        	
                          Criteria

                        	 
      
	 
      	
                          Pool
      Asset Administration

                        	 
      
	
                          1122(d)(4)(i)

                        	
                          Collateral
      or security on mortgage loans is maintained as required by the transaction
      agreements or related mortgage loan documents.

                        	 
      
	
                          1122(d)(4)(ii)

                        	
                          Mortgage
      loan and related documents are safeguarded as required by the transaction
      agreements.

                        	 
      
	
                          1122(d)(4)(iii)

                        	
                          Any
      additions, removals or substitutions to the asset pool are made, reviewed
      and approved in accordance with any conditions or requirements in the
      transaction agreements.

                        	 
      
	
                          1122(d)(4)(iv)

                        	
                          Payments
      on mortgage loans, including any payoffs, made in accordance with the
      related mortgage loan documents are posted to the Servicer’s obligor
      records maintained no more than two business days after receipt, or such
      other number of days specified in the transaction agreements, and
      allocated to principal, interest or other items (e.g., escrow) in
      accordance with the related mortgage loan documents.

                        	 
      
	
                          1122(d)(4)(v)

                        	
                          The
      Servicer’s records regarding the mortgage loans agree with the Servicer’s
      records with respect to an obligor’s unpaid principal
    balance.

                        	 
      
	
                          1122(d)(4)(vi)

                        	
                          Changes
      with respect to the terms or status of an obligor’s mortgage loans (e.g.,
      loan modifications or re-agings) are made, reviewed and approved by
      authorized personnel in accordance with the transaction agreements and
      related pool asset documents.

                        	 
      
	
                          1122(d)(4)(vii)

                        	
                          Loss
      mitigation or recovery actions (e.g., forbearance plans, modifications and
      deeds in lieu of foreclosure, foreclosures and repossessions, as
      applicable) are initiated, conducted and concluded in accordance with the
      timeframes or other requirements established by the transaction
      agreements.

                        	 
      
	
                          1122(d)(4)(viii)

                        	
                          Records
      documenting collection efforts are maintained during the period a mortgage
      loan is delinquent in accordance with the transaction
      agreements.  Such records are maintained on at least a monthly
      basis, or such other period specified in the transaction agreements, and
      describe the entity’s activities in monitoring delinquent mortgage loans
      including, for example, phone calls, letters and payment rescheduling
      plans in cases where delinquency is deemed temporary (e.g., illness or
      unemployment).

                        	 
      
	
                          1122(d)(4)(ix)

                        	
                          Adjustments
      to interest rates or rates of return for mortgage loans with variable
      rates are computed based on the related mortgage loan
      documents.

                        	 
      


                

              

            

          

        

      

    

     

     

     

     

    
      
        
        

      

      
        Exh. 
H-3

        
          

        

      

      
        
        

      

    

     

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Servicing
      Criteria

                              	
                                Applicable
      Servicing Criteria/

                                Responsible
      Party

                              
	
                                Reference

                              	
                                Criteria

                              	 
      
	
                                1122(d)(4)(x)

                              	
                                Regarding
      any funds held in trust for an obligor (such as escrow
      accounts):  (A) such funds are analyzed, in accordance with
      the obligor’s mortgage loan documents, on at least an annual basis, or
      such other period specified in the transaction agreements;
      (B) interest on such funds is paid, or credited, to obligors in
      accordance with applicable mortgage loan documents and state laws; and
      (C) such funds are returned to the obligor within 30 calendar days of
      full repayment of the related mortgage loans, or such other number of days
      specified in the transaction agreements.

                              	 
      
	
                                1122(d)(4)(xi)

                              	
                                Payments
      made on behalf of an obligor (such as tax or insurance payments) are made
      on or before the related penalty or expiration dates, as indicated on the
      appropriate bills or notices for such payments, provided that such support
      has been received by the servicer at least 30 calendar days prior to these
      dates, or such other number of days specified in the transaction
      agreements.

                              	 
      
	
                                1122(d)(4)(xii)

                              	
                                Any
      late payment penalties in connection with any payment to be made on behalf
      of an obligor are paid from the servicer’s funds and not charged to the
      obligor, unless the late payment was due to the obligor’s error or
      omission.

                              	 
      
	
                                1122(d)(4)(xiii)

                              	
                                Disbursements
      made on behalf of an obligor are posted within two business days to the
      obligor’s records maintained by the servicer, or such other number of days
      specified in the transaction agreements.

                              	 
      
	
                                1122(d)(4)(xiv)

                              	
                                Delinquencies,
      charge-offs and uncollectible accounts are recognized and recorded in
      accordance with the transaction agreements.

                              	 
      
	
                                1122(d)(4)(xv)

                              	
                                Any
      external enhancement or other support, identified in Item 1114(a)(1)
      through (3) or Item 1115 of Regulation AB, is maintained as set
      forth in the transaction agreements.

                              	 
      
	 
      	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


     

     

     

    
      
        
        

      

      
        Exh.
H-4

        
          

        

      

      
        
        

      

    

     

    
       

       

      
        
          	 	

                  [NAME
      OF REPORTING PARTY]

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


        

      

       

    

     

     

     

     

     

     

     

     

    [Key:

     

    T =
Trustee

    AA =
Administrative Agent

    SA =
Sub-Administrative Agent]

     

     

     

    
      
        
        

      

      
        Exh.
H-5

        
          

        

      

      
        
        

      

    

    EXHIBIT
I

     

    ADDITIONAL
DISCLOSURE NOTIFICATION

     

    [insert
name and address of Trustee]

     

    Credit
Suisse Asset Repackaging Depositor

    11
Madison Avenue

    New York,
New York 10010

     

    Attn:  [Trustee]

     

    RE:  **Additional
Form [ ] Disclosure**Required

     

     

    Ladies
and Gentlemen:

     

    In
accordance with Section [10(b)(ii)][10(c)(ii)][10(d)(ii)] of the Trust
Agreement, dated as of [ ] [ ], 2009, among [ ], as [ ], [ ], as [ ],
[  ], as [  ] and [ ], as [ ], the Undersigned, as
[  ], hereby notifies you that certain events have come to our
attention that [will][may] need to be disclosed on Form
[  ].

     

    Description of Additional
Form [  ] Disclosure:

     

    List of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:

     

    Any
inquiries related to this notification should be directed to [  ],
phone number:  [  ]; email
address:  [  ].

     

     

     

     

     

    
      
        	 	

                [NAME
      OF PARTY]
as
      [role]

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


      

    

     

     

    
      
        
        

      

      
        Exh.
I-1

        
          

        

      

      
        
        

      

    

     

    Exhibit J

     

    FORM OF
UNDERLYING TLG NOTE

     

     

     

     

    
      
        
        

      

      
        Ex.
J-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
K

     

    FORM OF
TLG PROGRAM DEMAND NOTICE

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Exh. K-1