efc9-0383_683388exh411.htm


    Exhibit
4.1.1

     

     

     

     

     

     

     

     

     

    FORM
OF

     

     

    STANDARD
TERMS FOR TRUST AGREEMENTS

     

     

    between

     

    


    CREDIT
SUISSE ASSET REPACKAGING DEPOSITOR LLC,

     

    


     

    as
Depositor

     

    


    and

     

    


    [name
of Trustee],

    
 

     

    as
Trustee

     

    


     

    TRUST
CERTIFICATES

     

    


     

    Dated
as of [  , 200_]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    Page

     

    
      	
              ARTICLE
      I

               

              Definitions
      and Assumptions

               

            
	
              SECTION
      1.01

            	
              Definitions

            	
              1

            
	
              SECTION
      1.02

            	
              Rules
      of Construction

            	
              12

            
	
              SECTION
      1.03

            	
              Compliance
      Certificates and Opinions; Record Date

            	
              13

            
	
               

              ARTICLE
      II

               

              Declaration
      of Trust; Issuance of Certificates; Purpose and Classification of
      Trusts

               

            
	
              SECTION
      2.01

            	
              Creation
      and Declaration of Trusts; Assignment of the Trust Estate

            	
              14

            
	
              SECTION
      2.02

            	
              Acceptance
      by Trustee; Representative

            	
              16

            
	
              SECTION
      2.03

            	
              Representations
      and Warranties of the Depositor

            	
              16

            
	
              SECTION
      2.04

            	
              Agreement
      to Execute, Authenticate and Deliver Certificates

            	
              17

            
	
               

              ARTICLE
      III

               

              Administration
      of each Trust

               

            
	
              SECTION
      3.01

            	
              Administration
      of each Trust

            	
              17

            
	
              SECTION
      3.02

            	
              Collection
      of Payments on the Trust Estate

            	
              18

            
	
              SECTION
      3.03

            	
              Certificate
      Account

            	
              18

            
	
              SECTION
      3.04

            	
              Investment
      of Funds in the Certificate Accounts

            	
              21

            
	
              SECTION
      3.05

            	
              Expense
      Reserve Account

            	
              21

            
	
              SECTION
      3.06

            	
              Other
      Accounts

            	
              22

            
	
              SECTION
      3.07

            	
              Realization
      Upon Defaulted Conveyed Assets

            	
              22

            
	
              SECTION
      3.08

            	
              Access
      to Certain Documentation

            	
              22

            
	
              SECTION
      3.09

            	
              Charges
      and Expenses

            	
              22

            
	
               

              ARTICLE
      IV

               

              Distributions
      and Reports to Certificateholders

               

            
	
              SECTION
      4.01

            	
              Distributions

            	
              23

            
	
              SECTION
      4.02

            	
              Distributions
      on Certificates

            	
              23

            
	
              SECTION
      4.03

            	
              Reports
      to Certificateholders

            	
              24

            
	
              SECTION
      4.04

            	
              Allocation
      of Certificateholder Excess Trust Expenses

            	
              25

            
	
              SECTION
      4.05

            	
              Compliance
      with Withholding Requirements

            	
              26

            


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    


    
      	
              ARTICLE
      V

               

              The
      Certificates

               

            
	
              SECTION
      5.01

            	
              The
      Certificates

            	
              26

            
	
              SECTION
      5.02

            	
              Execution,
      Authentication and Delivery

            	
              27

            
	
              SECTION
      5.03

            	
              Registration;
      Registration of Transfer and Exchange

            	
              27

            
	
              SECTION
      5.04

            	
              Mutilated,
      Destroyed, Lost and Stolen Certificates

            	
              29

            
	
              SECTION
      5.05

            	
              Persons
      Deemed Owners

            	
              29

            
	
              SECTION
      5.06

            	
              Cancellation

            	
              29

            
	
              SECTION
      5.07

            	
              Global
      Securities

            	
              30

            
	
              SECTION
      5.08

            	
              Notices
      to Depository

            	
              31

            
	
              SECTION
      5.09

            	
              Definitive
      Certificates

            	
              31

            
	
              SECTION
      5.10

            	
              Currency
      of Distributions in Respect of Certificates

            	
              32

            
	
              SECTION
      5.11

            	
              Conditions
      of Authentication and Delivery of New Series

            	
              32

            
	
              SECTION
      5.12

            	
              Appointment
      of Paying Agent

            	
              32

            
	
              SECTION
      5.13

            	
              Authenticating
      Agent

            	
              32

            
	
              SECTION
      5.14

            	
              Actions
      by Certificateholders

            	
              33

            
	
              SECTION
      5.15

            	
              Control
      by Certificateholders

            	
              34

            
	
              SECTION
      5.16

            	
              Right
      of Certificateholders to Receive Payments Not to Be
    Impaired

            	
              34

            
	
              SECTION
      5.17

            	
              Remedies
      Cumulative

            	
              34

            
	
               

              ARTICLE
      VI

               

              The
      Depositor

               

            
	
              SECTION
      6.01

            	
              Liability
      of the Depositor

            	
              35

            
	
              SECTION
      6.02

            	
              Limitation
      on Liability of the Depositor

            	
              35

            
	
              SECTION
      6.03

            	
              Depositor
      May Purchase Certificates

            	
              36

            
	
              SECTION
      6.04

            	
              Depositor
      to Furnish Names and Addresses of Certificateholders to
      Trustee

            	
              36

            
	
              SECTION
      6.05

            	
              Merger
      or Consolidation of the Depositor

            	
              36

            
	
              SECTION
      6.06

            	
              No
      Liability of the Depositor with Respect to the Conveyed Assets;
      Certificateholders to Proceed Directly Against the TLG Debt Security
      Issuers

            	
              36

            
	
               

              ARTICLE
      VII

               

              Concerning
      the Trustee

               

            
	
              SECTION
      7.01

            	
              Duties
      of Trustee

            	
              37

            
	
              SECTION
      7.02

            	
              Between
      Trustee and Administrative Agents

            	
              40

            
	
              SECTION
      7.03

            	
              Sub-Administrative
      Agreements Between Administrative Agent or Trustee and Sub-Administrative
      Agents

            	
              40

            
	
              SECTION
      7.04

            	
              Certain
      Matters Affecting the Trustee

            	
              42

            
	
              SECTION
      7.05

            	
              Trustee
      Not Liable for Recitals in Certificates or Underlying TLG Debt
      Securities

            	
              42

            
	
              SECTION
      7.06

            	
              Trustee
      May Own Certificates

            	
              43

            


    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    


    
      	
              SECTION
      7.07

            	
              Trustee’s
      Fees and Expenses

            	
              43

            
	
              SECTION
      7.08

            	
              Eligibility
      Requirements for Trustee

            	
              44

            
	
              SECTION
      7.09

            	
              Resignation
      or Removal of the Trustee; Appointment of Successor
Trustee

            	
              45

            
	
              SECTION
      7.10

            	
              Merger
      or Consolidation of Trustee

            	
              46

            
	
              SECTION
      7.11

            	
              Appointment
      of Office or Agency

            	
              46

            
	
              SECTION
      7.12

            	
              Representations
      and Warranties of Trustee

            	
              47

            
	
              SECTION
      7.13

            	
              Indemnification
      of Trustee by the Depositor; Contribution

            	
              48

            
	
              SECTION
      7.14

            	
              No
      Liability of the Trustee with Respect to the Conveyed Assets;
      Certificateholders to Proceed Directly Against the TLG Debt Security
      Issuer(s)

            	
              49

            
	
              SECTION
      7.15

            	
              Preservation
      of Information

            	
              49

            
	
              SECTION
      7.16

            	
              Accounting
      and Reports to Certificateholders, Internal Revenue Service and
      Others

            	
              49

            
	
              SECTION
      7.17

            	
              Signature
      on Returns

            	
              49

            
	
              SECTION
      7.18

            	
              Assessment
      of Compliance

            	
              49

            
	
               

              ARTICLE
      VIII

               

              Miscellaneous
      Provisions

               

            
	
              SECTION
      8.01

            	
              Amendment

            	
              50

            
	
              SECTION
      8.02

            	
              Limitation
      on Rights of Certificateholders

            	
              52

            
	
              SECTION
      8.03

            	
              GOVERNING
      LAW

            	
              52

            
	
              SECTION
      8.04

            	
              Notices

            	
              53

            
	
              SECTION
      8.05

            	
              Notice
      to Rating Agencies

            	
              53

            
	
              SECTION
      8.06

            	
              Severability
      of Provisions

            	
              54

            
	
              SECTION
      8.07

            	
              Nonpetition
      Covenant

            	
              54

            
	
              SECTION
      8.08

            	
              No
      Recourse

            	
              54

            
	
              SECTION
      8.09

            	
              Article
      and Section References

            	
              54

            
	
              SECTION
      8.10

            	
              Limitations
      on Rights of Others

            	
              54

            
	
              SECTION
      8.11

            	
              Counterparts

            	
              55

            
	
              SECTION
      8.12

            	
              Entire
      Agreement

            	
              55

            
	
              SECTION
      8.13

            	
              Conflict
      with the related Series Supplement

            	
              55

            
	
              SECTION
      8.14

            	
              Termination

            	
              55

            
	
              SECTION
      8.15

            	
              Entity
      Obligation

            	
              55

            


    

    



    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    STANDARD
TERMS FOR TRUST AGREEMENTS dated as of [ ], 200[ ], among CREDIT SUISSE ASSET
REPACKAGING DEPOSITOR LLC, a Delaware limited liability company, as Depositor,
and [name of Trustee], [a  ], as Trustee and the Securities
Intermediary.

     

    PRELIMINARY
STATEMENT

     

    The
Depositor, the Trustee and the Securities Intermediary have duly authorized the
execution and delivery of these Standard Terms for Trust Agreements (the
“Standard Terms”) to provide for one or more trusts that will issue a Series of
Certificates, issuable from time to time as provided in these Standard
Terms.

     

    Each such
Series of Certificates will be issued only under a separate Series Supplement to
these Standard Terms, duly executed and delivered by the Depositor, the Trustee
and the Securities Intermediary.  With respect to each Series, the
applicable Series Supplement, together with these Standard Terms, shall be known
as the “Trust Agreement.”

     

    All
representations, covenants and agreements made herein by each of the Depositor,
the Trustee and the Securities Intermediary are for the benefit and security of
the Certificateholders and, to the extent provided in the applicable Series
Supplement, for the benefit and security of any other party as may be specified
therein.

     

    The
Depositor is entering into these Standard Terms, and the Trustee and the
Securities Intermediary are accepting the trusts created hereby, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.

     

    ARTICLE
I


     

    Definitions and
Assumptions

     

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

     

    “Administrative
Account” As defined in Section 7.02(c).

     

    “Administrative
Agent” Any Person with which the Trustee has entered into an Administrative
Agreement.

     

    “Administrative
Agreement” The written contract, if any, among the Trustee, the Depositor and an
Administrative Agent relating to the administration of certain duties of the
Trustee related to any Series.

     

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

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Assessment
of Compliance” As defined in the related Series Supplement.

     

    “Authenticating
Agent” As defined in Section 5.13.

     

    “Available
Funds” Unless otherwise specified in the applicable Series Supplement, for any
Interest Distribution Date or Final Scheduled Distribution Date in respect of a
given Series, (a) the sum of all amounts received by the Trustee on or with
respect to the Underlying TLG Debt Securities (including payments by the FDIC
pursuant to the FDIC Guarantee) and any other amounts received in respect of the
Trust Estate from but excluding the previous Interest Distribution Date (or, if
none, the Closing Date) to and including the Interest Distribution Date or the
Final Scheduled Distribution Date, as the case may be, minus (b) any
amounts received by the Trustee during that period and distributed or to be
distributed on a Special Distribution Date.

     

    “Basic
Documents” With respect to any Series, the Trust Agreement and if applicable,
any other documents set forth in the related Series Supplement.

     

    “Beneficial
Owner” With respect to Certificates held through a Depository, the beneficial
owner of a Certificate.  For purposes only of Section 5.14, the
Trustee shall be obligated to treat a Person who claims to be a beneficial owner
of a Certificate as a “Beneficial Owner” within the meaning of the Series
Supplement only if such Person has first delivered to the Trustee, (i) a
certificate or other writing executed by such Person stating the full name and
address of such Person, the principal distribution amount of the Certificate
with respect to which such Person claims to be the Beneficial Owner, and the
Participant in the Depository (such “Person’s Participant”) through which such
Person holds its beneficial ownership interest in the Certificates and
(ii) a certificate or other writing executed by such Person’s Participant
confirming that such Person’s Participant holds on its own books and records
Certificates for the account of such Beneficial Owner and identifying the
principal distribution amount held for such Beneficial Owner.

     

    “Business
Day” With respect to any Series, unless otherwise specified in the related
Series Supplement, any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which commercial banks are authorized or required by
law, regulation or executive order to close in The City of New York; provided,
that, with respect to Certificates for which the related Underlying TLG Debt
Securities accrue interest on a rate based on LIBOR, the day is also a London
Banking Day.

     

    “Certificate
Account” As defined in Section 3.03.

     

    “Certificate
Principal Balance” With respect to an Outstanding Certificate of any Series, as
determined at any time, the maximum amount that the Certificateholder thereof is
entitled to receive as distributions allocable to principal payments on the
Underlying TLG Debt Securities with respect to the Series.  The
Certificate Principal Balance of any Certificate, as of the Closing Date shall
be equal to the aggregate principal amount of the related Underlying
TLG Debt Securities and will be reduced pro rata by any principal
distributions received on or with respect to any Underlying TLG Debt
Security from either the TLG Debt Security Issuers or the FDIC under the
FDIC Guarantee and any other amounts received in respect of principal on
the Underlying TLG Debt Securities with respect to the Series.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Certificate
Register” and “Certificate Registrar” As respectively defined in
Section 5.03.

     

    “Certificateholder”
The Registered Holder thereof.

     

    “Certificateholder
Excess Trust Expenses”  Unless otherwise specified in the applicable
Series Supplement, any Extraordinary Trust Expenses payable by the
Certificateholders of a Series pursuant to Section 7.07.

     

    “Certificates”
With respect to any Series, any trust certificates authorized by, and
authenticated and delivered under the Trust Agreement.

     

    “Class”
With respect to any Series, the class of Certificates of such Series, each of
which will have identical terms.

     

    “Clearing
Agency” An organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act.

     

    “clearing
corporation security” As defined in Section 3.03(b)(v)(3).

     

    “Closing
Date” With respect to any Series, the day on which Certificates of such Series
are first executed, authenticated and delivered, as specified in the related
Series Supplement.

     

    “Code”
The Internal Revenue Code of 1986, as amended, and Treasury Regulations
promulgated thereunder.

     

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

     

    “Conveyed
Assets” With respect to any Series, unless otherwise specified in the related
Series Supplement, the Underlying TLG Debt Securities for such Series and all
payments on or under and all proceeds of the Underlying TLG Debt Securities
for such Series, 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.

     

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

     

    “Cut-Off
Date” With respect to any Series, the date specified as such in the related
Series Supplement.  For purposes of the Trust Agreement, any
Underlying TLG Debt Security acquired

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    by the
Depositor after the applicable Cut-Off Date but prior to the applicable Closing
Date and included in the related Trust as of such Closing Date shall be deemed
to have been Outstanding as of such Cut-Off Date and references to the principal
balance of such Underlying TLG Debt Security as of such Cut-Off Date shall be
deemed to be to the principal balance of such Underlying TLG Debt Security as of
the date on which it was acquired by the Depositor.

     

    “Definitive
Certificates” As defined in Section 5.07.

     

    “Depositor”
Credit Suisse Asset Repackaging Depositor LLC, a Delaware limited liability
company, and, if a successor Person shall have become the Depositor pursuant to
any applicable provisions of the Trust Agreement, “Depositor” shall mean such
successor Person.

     

    “Depositor
Order” A written order or request, respectively, signed in the name of the
Depositor by any of its Executive Officers.

     

    “Depository”
With respect to the Certificates of any Series, the Person designated as
Depository by the Depositor in the related Series Supplement until a successor
Depository shall have become such pursuant to the applicable provisions of the
Trust Agreement, and thereafter “Depository” shall mean or include each Person
who is then a Depository hereunder, and if at any time there is more than one
such Person, “Depository” as used with respect to the Certificates of any such
Series shall mean the Depository with respect to the Certificates of that
Series.

     

    “Discount
Certificate” Any Certificate with respect to which an Underlying TLG Debt
Security has been issued with “original issue discount” within the meaning of
Section 1273(a) of the Code and any other Certificate with respect to which
an Underlying TLG Debt Security has been designated by the Depositor as having
been issued with original issue discount for United States federal income tax
purposes.

     

    “Distribution
Date” With respect to any Series of Certificates, unless otherwise specified in
the related Series Supplement, each Interest Distribution Date, Final Scheduled
Distribution Date or Special Distribution Date with respect to such
Series.

     

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

     

    “Eligible
Account”  With respect to any Series, a segregated non-interest
bearing reserve account held in the name of the Trustee in trust for the benefit
of the Certificateholders, in the case of the Certificate Account, and the
Depositor, in the case of the Expense Reserve Account, that is either
(i) one or more non-interest bearing segregated accounts maintained with a
U.S. Federal or State chartered depository institution or trust company the
short-term and long-term unsecured debt obligations of which (or, in the case of
a depository institution or trust company that is the principal subsidiary of a
holding company, the short-term and long-term unsecured debt obligations of such
holding company) are rated P-1 and Aaa by Moody’s and A-1+ and AAA by S&P at
the time any amounts are held on deposit therein, including when such amounts
are initially deposited and all times subsequent or (ii) a segregated trust
account or one or more segregated accounts held by the Trustee in its Corporate
Trust Office in trust for the

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    benefit
of the Certificateholders, in the case of the Certificate Account, and the
Depositor, in the case of the Expense Reserve Account.

     

    “Exchange
Act” The Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder.

     

    “Executive
Officer” Any one of the duly elected or appointed qualified and acting officers
of any entity executing a certificate.

     

    “Expense
Reserve Account” Unless otherwise specified in the related Series Supplement, as
defined in Section 3.05.

     

    [“Expense
Reserve Account Eligible Investments” Unless otherwise specified in the related
Series Supplement, any one or more of the following obligations or securities;
provided, however, that the total stated return specified by the terms of each
such obligation or security is at least equal to the purchase price thereof; and
provided, further, that no such instrument may carry the symbol “R” in its
rating:  demand and time deposits in, certificates of deposit of, or
banker’s acceptances issued by any depository institution or trust company
(including the Trustee or any agent of the Trustee acting in their respective
commercial capacities) incorporated under the laws of the United States or any
State and subject to supervision and examination by Federal and/or State banking
authorities so long as the commercial paper and/or the short term debt
obligations of such depository institution or trust company (or, in the case of
a depository institution which is the principal subsidiary of a holding company,
the commercial paper or other short term debt obligations of such holding
company) at the time of such investment or contractual commitment providing for
such investment have a rating of [A-1+] by S&P and [P1] by Moody’s; and
provided, further, that any such investment be denominated in U.S.
dollars.]

     

    “Extraordinary
Trust Expenses” Unless otherwise specified in the related Series Supplement, any
and all costs, expenses or liabilities arising out of the establishment,
existence or administration of a Trust or matters related to Underlying TLG Debt
Securities, other than Ordinary Expenses.

     

    “FDIC”
The Federal Deposit Insurance Corporation and any successor
thereof.

     

    “FDIC Guarantee”
The FDIC’s guarantee of any Underlying TLG Debt Security pursuant to the
TLG Program.

     

    “Final
Scheduled Distribution Date” With respect to the Certificates of any Series,
unless otherwise specified in the related Series Supplement, the Stated Maturity
of the Underlying TLG Debt Securities for the Series.

     

    “Fitch”
Fitch, Inc., doing business as “Fitch Ratings”, and any successor
thereto.

     

    “FRBNY”
As defined in Section 3.03(b)(v)(4).

     

    “Global
Security” A Certificate evidencing all or part of a Series of Certificates,
issued to the Depository for such Series in accordance with Section 5.07
and bearing the legend prescribed therein.

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “government
security” As defined in Section 3.03(b)(v)(4).

     

    “Independent”
When used with respect to any specified Person means that the Person (1) is in
fact independent of the Depositor and of any Affiliate thereof, (2) does not
have any direct or indirect material financial interest in the Depositor or in
any Affiliate thereof and (3) is not connected with the Depositor as a manager,
member, officer, employee, promoter, underwriter, trustee, partner or person
performing similar functions.

     

    “Interest
Distribution Date” With respect to any Series, as defined in the related Series
Supplement.

     

    “Investment
Company Act” The Investment Company Act of 1940, as amended, and the rules and
regulations promulgated thereunder.

     

    “LIBOR”
With respect to any Series, as defined in the Underlying TLG Notes for such
Series.

     

    “London
Banking Day” With respect to any Series, as defined in the Underlying TLG Notes
for such Series.

     

    “Master
Agreement” Each master agreement entered into between the FDIC and each TLG Debt
Security Issuer pursuant to the TLGP Rule.

     

    “Maturity”
With respect to any Underlying TLG Debt Security, the date on which the unpaid
principal of such Underlying TLG Debt Security becomes due and payable as
provided therein, whether at the Stated Maturity or by declaration of
acceleration or otherwise.

     

    “Moody’s”
Moody’s Investors Service Inc. and any successor thereto.

     

    “Officer’s
Certificate” A certificate signed by any (or, if specified in these Standard
Terms or any Series Supplement, more than one) Executive Officer of the
Depositor, and delivered to the Trustee.

     

    “Opinion
of Counsel” A written opinion of counsel, who may, except as otherwise expressly
provided in the Trust Agreement, be counsel for the Depositor acceptable to the
Trustee, except that any opinion of counsel relating to the qualification of any
account required to be maintained pursuant to the Trust Agreement as an Eligible
Account must be an opinion of counsel who is in fact Independent of the
Depositor.

     

    “Ordinary
Expenses” (A) the Trustee’s customary fees for its services as Trustee and
as Representative pursuant to the TLG Program with respect to each Underlying
TLG Debt Security and with respect to each Underlying TLG Debt Security, the
Underlying TLG Issuing and Paying Agent’s customary fees and expenses for its
services under the Underlying TLG Issuing and Paying Agency Agreement, including
but not limited to:  (i) the costs and expenses of preparing,
sending and receiving all regular and routine reports, statements, notices,
returns, filings, solicitations of consent or instructions, or other
communications required by the Trust Agreement including all regular and routine
reports, statements, notices, returns, filings, solicitations of consent or
instructions, or other communications required by the Trust

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Agreement
with respect to the activities expressly required of the Trustee under the Trust
Agreement in its capacity as Trustee, Securities Intermediary, Representative,
Authenticating Agent, Paying Agent or Certificate Registrar, (ii) the costs
and expenses of holding and making ordinary collections or payments on the
assets of the Trust and of determining and making distributions and (iii) any
TLG Related Expenses and (B) any Administrative Agent’s customary fees for
its services as Administrative Agent, including but not limited to the fees and
expenses of the type set forth in clause (A) and (C) any expenses
of the Trustee or any Administrative Agent in connection with the offering of
any Series.

     

    “Organizational
Documents” The certificate of formation as filed with the Secretary of State of
the State of Delaware and the limited liability company agreement of the
Depositor, in each case as may be amended from time to time.

     

    “Outstanding”
With respect to Certificates of a specified Series, as of any date of
determination, all such Certificates theretofore authenticated and delivered
under these Standard Terms and the related Series Supplement,
except:

     

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

     

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

     

    The
principal amount of a Discount Certificate that shall be deemed to be
Outstanding shall be the Certificate Principal Balance with respect thereto as
of the date of such determination.

     

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

     

    “Paying
Agent” As defined in Section 5.12.

     

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

     

    “Place of
Distribution” With respect to any Series of Certificates, the place or places
where the principal of (and premium, if any) and interest on the Certificates or
such Series are distributable as specified in the related Series
Supplement.

     

    “Prepaid
Ordinary Expenses” Unless otherwise specified in the Series Supplement, the
amount (if any) paid by the Depositor to the Trustee on or before the Closing
Date to cover Ordinary Expenses, as specified in the related Series
Supplement.

     

    “Private
Placement Agreement” As defined in the related Series Supplement.

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Proceeding”
Any suit in equity, action at law or other judicial or administrative
proceeding.

     

    “Prospectus”
As defined in the related Series Supplement.

     

    “Prospectus
Supplement” As defined in the related Series Supplement.

     

    “Rating
Agency” With respect to any Series, each nationally recognized statistical
rating organization specified in the related Series Supplement that initially
rates the Certificates of such Series.

     

    “Rating
Agency Condition” With respect to any action or occurrence, unless otherwise
specified in the applicable Series Supplement, that each Rating Agency shall
have been given ten days (or such shorter period as may be acceptable to each
Rating Agency) prior notice thereof and that each Rating Agency shall have
notified the Depositor and the Trustee in writing that such action or occurrence
will not result in a reduction, withdrawal or qualification of the then current
rating of any Certificate of the applicable Series.

     

    “Record
Date” With respect to any Series, unless otherwise specified in the related
Series Supplement, with respect to each Distribution Date, the day (whether or
not a Business Day) immediately preceding the related Distribution Date;
provided, however, that, if Definitive Certificates are issued with respect to
any Series, the Record Date will be the last Business Day of the calendar month
preceding the related Distribution Date.

     

    “Registered
Holder” With respect to any date, the Person in whose name a Certificate is
registered in the Certificate Register on the applicable date.

     

    “Representative”
With respect to any Underlying TLG Debt Security, the Trustee in its capacity as
“Representative” under such Underlying TLG Debt Security.

     

    “Required
Percentage—Amendment” Unless otherwise specified in the related Series
Supplement, Certificateholders of Certificates evidencing at least a [majority]
of the aggregate Voting Rights of Outstanding Certificates of such
Series.

     

    “Required
Percentage—Direction of Trustee” Unless otherwise specified in the related
Series Supplement, Certificateholders of Certificates evidencing at least [25]%
of the aggregate Voting Rights of Outstanding Certificates of such
Series.

     

    “Required
Percentage—Remedies” Unless otherwise specified in the related Series
Supplement, Certificateholders of Certificates evidencing at least [25]% of the
aggregate Voting Rights of Outstanding Certificates of such Series.

     

    “Required
Percentage—Removal of Trustee” Unless otherwise specified in the related Series
Supplement, Certificateholders of Certificates evidencing at least a [majority]
of the aggregate Voting Rights of Outstanding Certificates of such
Series.

     

    “Reserved
Extraordinary Trust Expense Amount” With respect to any Series, unless otherwise
specified in the related Series Supplement, the amount (if any) deposited by
the

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Depositor
to the Expense Reserve Account on or before the Closing Date to cover
Extraordinary Trust Expenses, as specified in the related Series
Supplement.

     

    “Reserved
Ordinary Expense Amount” With respect to any Series, unless otherwise specified
in the related Series Supplement, the amount (if any) deposited by the Depositor
to the Expense Reserve Account on or before the Closing Date to cover Ordinary
Expenses, as specified in the related Series Supplement.

     

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

     

    “Rules”
The rules, regulations and procedures creating and affecting the Depository and
its operations.

     

    “S&P”
Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. and any
successor thereof.

     

    “Securities
Intermediary” As defined in Section 3.03(b)(i).

     

    “Securities
Purchase Agreement” As defined in the related Series Supplement.

     

    “Series”
A separate series of Certificates issued pursuant to these Standard Terms and a
related Series Supplement.  Each Series will be issued pursuant to a
separate Trust Agreement.

     

    “Series
Supplement” An agreement incorporating these Standard Terms that authorizes the
issuance of a particular Series of Certificates.

     

    “Special
Distribution Amount” With respect to any Series, unless otherwise specified in
the related Series Supplement, any payment received by the Trustee with respect
to any Underlying TLG Debt Security from either the TLG Debt Security
Issuers or, as applicable, in the case of clauses (a) and (b), from the
FDIC under the FDIC Guarantee:  (a) after 11:45 a.m. New
York City time on the date on which that payment was due or any other date after
the date on which that payment was due; (b) as a result of any
acceleration, redemption, call or other early repayment of such Underlying
TLG Debt Security in accordance with its terms prior to its Stated
Maturity; or (c) any amounts paid to the Trust by the related TLG Debt
Security Issuer pursuant to a Securities Purchase Agreement or a Private
Placement Agreement.

     

    “Special
Distribution Date” As defined in Section 4.02(c).

     

    “Standard
Terms” As defined in the preliminary statement.

     

    “Stated
Maturity” With respect to any Series and any related Underlying TLG Debt
Security, the date on which such Underlying TLG Debt Security is scheduled
to mature, without

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    giving
effect to any acceleration, redemption, call or other early repayment of such
Underlying TLG Debt Security, in accordance with its terms.

     

    “Sub-Administrative
Account” As defined in Section 7.03(c).

     

    “Sub-Administrative
Agent” Any Person with which the Administrative Agent, if any, specified in the
applicable Series Supplement, or the Trustee has entered into a
Sub-Administrative Agreement and which meets the qualifications of a
Sub-Administrative Agent pursuant to Section 7.03.

     

    “Sub-Administrative
Agreement” The written contract, if any, between the Administrative Agent, if
any, specified in the applicable Series Supplement, or the Trustee and a
Sub-Administrative Agent relating to the administration of any Conveyed Assets
or certain Conveyed Assets as provided in Section 7.03.

     

    “Subcontractor”
As defined in the related Series Supplement.

     

    “TLG Debt
Security Default” Unless otherwise specified in the related Series Supplement,
with respect to an Underlying TLG Debt Security, any event that is, or after
notice or lapse of time or both, or failure by the FDIC to make a timely payment
under the Underlying TLG Debt Security in accordance with the TLGP Rule, would
become, a TLG Debt Security Event of Default with respect to such Underlying TLG
Debt Security.

     

    “TLG Debt
Security Event of Default” Unless otherwise specified in the related Series
Supplement, with respect to any Underlying TLG Debt Security, an Event of
Default as defined in the related TLG Underlying Instruments (which in each case
requires that the FDIC is not making timely guarantee payments with respect to
the debt obligations under the Underlying TLG Debt Security in accordance with
the TLGP Rule).

     

    “TLG Debt
Security Issuer” With respect to any Series and any Underlying TLG Debt
Security, unless otherwise specified in the related Series Supplement, the
issuer of such Underlying TLG Debt Security as set forth on Schedule I to
the Series Supplement.  As used in the Trust Agreement, the term
“TLG Debt Security Issuer” refers only to the entity issuing the Underlying
TLG Debt Security and does not refer to the FDIC as guarantor of the
Underlying TLG Debt Security pursuant to the TLG Program.

     

    “TLG Program”
The FDIC’s Temporary Liquidity Guarantee Program as set forth in the TLGP
Rule.

     

    “TLG
Related Expenses” With respect to any Series, the costs and expenses incurred by
the Trustee in connection with preparing and filing a claim under the FDIC
Guarantee.

     

    “TLGP
Rule” Unless otherwise specified in the related Series Supplement, the Temporary
Liquidity Guarantee Program; TLGP Rule, 12 C.F.R.
Part 370.

     

    “TLG
Underlying Instruments” With respect to each Underlying TLG Debt Security, the
Underlying TLG Note, the Underlying TLG Issuing and Paying Agency Agreement and
any other documents governing the terms of such Underlying TLG Debt
Security.

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Transfer”
To sell, convey, assign, transfer, create, grant a lien upon and a security
interest in and right of set-off against, deposit, set over and confirm to the
Trustee pursuant to these Standard Terms and a related Series Supplement; and
the terms “Transfer” and “Transferring” have the meanings correlative to the
foregoing.  A Transfer of the Conveyed Assets or of any other
instrument shall include all rights, powers and options (but none of the
obligations) of the Transferring party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal,
premium, if any, interest and other payments in respect of such Conveyed Assets
or other instruments and all other moneys payable thereunder, to give and
receive notices and other communications, to make waivers or other agreements,
to exercise all rights and options, to bring Proceedings in the name of the
Transferring party or otherwise, and generally to do and receive anything that
the Transferring party is or may be entitled to do or receive thereunder or with
respect thereto.

     

     “Trust”
With respect to any Series, the trust created hereby as amended by the related
Series Supplement and as administered hereunder and thereunder, and consisting
of the Trust Estate related to such Series and all sums distributed in respect
thereof that are specified as being part of the Trust for such Series in the
related Series Supplement, for the benefit of the Certificateholders of such
Series as of any particular time.  Each Trust created pursuant to a
Trust Agreement shall be separate from any Trust created pursuant to a different
Trust Agreement.

     

    “Trust
Agreement” With respect to each Trust and the related Series of Certificates,
these Standard Terms and all amendments hereto and, unless the context otherwise
requires, the related Series Supplement and all amendments thereto.

     

    “Trust
Estate” With respect to any Trust and the related Series of Certificates, as
defined in the related Series Supplement.

     

    “Trust
Indenture Act” The Trust Indenture Act of 1939 and the rules and regulations
promulgated thereunder.

     

    “Trustee”
[    ] and any successor trustee pursuant to the applicable
provisions of these Standard Terms and the applicable Series
Supplement.

     

    “Underlying
TLG Debt Security” or “Underlying TLG Debt Securities” With respect to any
Series, the underlying securities set forth on Schedule I to the related Series
Supplement.  The Underlying TLG Debt Securities for any Series or the
related Trust shall not constitute Underlying TLG Debt Securities for any other
Series or any other Trust.

     

    “Underlying
TLG Debt Security Voting Rights” As defined in the related Series
Supplement.

     

    “Underlying
TLG Issuing and Paying Agency Agreement” With respect to any Underlying TLG Debt
Security, the issuing and paying agency agreement executed by the related TLG
Debt Security Issuer and the Underlying TLG Issuing and Paying Agent with
respect to the Underlying TLG Debt Security.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    “Underlying
TLG Issuing and Paying Agent” With respect to any Underlying TLG Debt Security,
the issuing and paying agent pursuant to the related Underlying TLG Issuing and
Paying Agency Agreement.

     

    “Underlying
TLG Note” With respect to any Underlying TLG Debt Security, the note executed by
the related TLG Debt Security Issuer evidencing such Underlying TLG Debt
Security, registered in the name of the Trustee, as Trustee for the related
Series substantially in the form attached to the applicable Series
Supplement.

     

    “Uniform
Commercial Code” The Uniform Commercial Code as in effect in the relevant
jurisdiction, as amended from time to time.

     

    “United
States” The United States of America, its territories, its possessions and other
areas subject to its jurisdiction.

     

    “Voting
Record Date” With respect to any Series, unless otherwise specified in the
related Series Supplement, with respect to any consent, request, demand,
authorization, direction, notice, waiver or other act by the Certificateholders
of any Series, the date established pursuant to Section 1.03(b) for
purposes of determining if Certificateholders of the requisite Voting Rights
have approved any such act.

     

    “Voting
Rights” With respect to any Series of Certificates, the portion of the aggregate
voting rights of the Certificates of such Series which shall be allocated to any
Certificate.  As of any date of determination, Voting Rights shall be
allocated among Certificateholders of any Series in proportion to the
Certificate Principal Balances of their respective Certificates on such
date.

     

    SECTION
1.02 Rules of
Construction.  Unless the context otherwise
requires:

     

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

     

    (ii) the
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined;

     

    (iii) whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms;

     

    (iv) the words
“include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation” unless actually followed by such phrase or a phrase
of like import;

     

    (v) the word
“will” shall be construed to have the same meaning and effect as the word
“shall”;

     

    (vi) any term
that relates to a document or a statute, rule, or regulation includes any
amendments, modifications, supplements, or any other changes that may have
occurred since the document, statute, rule, or regulation came into being,
including

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    changes
that occur after the date of these Standard Terms or any Series
Supplement.  References to law are not limited to
statutes;

     

    (vii) any
reference herein to any Person, or to any Person in a specified capacity, shall
be construed to include such Person’s successors and assigns or such Person’s
successors in such capacity, as the case may be;

     

    (viii) all
references in this instrument to designated “Sections,” “clauses” and other
subdivisions are to the designated Sections, clauses and other subdivisions of
this instrument as originally executed, and the words “herein,” “hereof,”
“hereunder” and other words of similar import refer to the Trust Agreement as a
whole and not to any particular Section, clause or other
subdivision;

     

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

     

    (x) “or” is
not exclusive; and

     

    (xi) the words
“herein”, “hereof”, “hereunder” and other words of similar import refer to the
Trust Agreement as a whole and not to any particular Article, Section or other
subdivision.

     

    SECTION
1.03 Compliance Certificates and
Opinions; Record Date.  (a) Upon any application or request by
the Depositor to the Trustee to take any action under any provision of the Trust
Agreement other than the initial issuance of the Certificates, the Depositor
shall furnish to the Trustee, an Officer’s Certificate (which the Trustee may
conclusively rely upon without any independent investigation subject to
Section 7 of these Standard Terms) stating that, in the opinion of the
signer thereof, all conditions precedent, if any, provided for in the Trust
Agreement relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of the Trust Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in the Trust Agreement shall include:

     

    (1) a
statement that the individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;

     

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

     

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

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


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

     

    (b) The
Depositor may at its option by delivery of an Officer’s Certificate to the
Trustee set a Voting Record Date to determine the Certificateholders of any
Series of Certificates entitled to give any consent, request, demand,
authorization, direction, notice, waiver or other act.  In the absence
of any such direction, the Trustee will set the Voting Record
Date.  Such Voting Record Date shall be the Voting Record Date
specified in such Officer’s Certificate or set by the Trustee, which shall be a
date not more than thirty days prior to the first solicitation of
Certificateholders in connection therewith.  If such a Voting Record
Date is fixed, such consent, request, demand, authorization, direction, notice,
waiver or other act may be given before or after such Voting Record Date, but
only the Certificateholders of record of the applicable Series at the close of
business on such Voting Record Date shall be deemed to be Certificateholders of
such Series for the purposes of determining whether Certificateholders of the
requisite aggregate Voting Rights of Outstanding Certificates of such Series
have authorized or agreed or consented to such consent, request, demand,
authorization, direction, notice, waiver or other act, and for that purpose the
aggregate Voting Rights of Outstanding Certificates of such Series shall be
computed as of such Voting Record Date; provided, however, that no such consent,
request, demand, authorization, direction, notice, waiver or other act by the
Certificateholders of such Series on such Voting Record Date shall be deemed
effective unless it shall become effective pursuant to the provisions of the
Trust Agreement not later than one year after the Voting Record
Date.

     

    ARTICLE
II

     

    Declaration
of Trust; Issuance of Certificates;

    Purpose and Classification
of Trusts

     

    SECTION
2.01 Creation and Declaration of
Trusts; Assignment of the Trust Estate.

     

    (a) Each
trust will be created by the Depositor and will be either a Delaware statutory
trust or a common law trust under the laws of the State of New
York.  The Depositor does hereby agree to Transfer to the Trustee upon
the execution and delivery of the related Series Supplement, on behalf and for
the benefit of the Certificateholders of each given Series of Certificates and
without recourse, all the right, title and interest of the Depositor, including
any security interest therein for the benefit of the Depositor, in, to and under
the Conveyed Assets, attributable to each such Series, then existing or
thereafter acquired, in each case as identified in the applicable Series
Supplement, and all other assets included or to be included in the respective
Trust for the benefit of the Certificateholders of each such
Series.  Each such Transfer will include all interest, premium (if
any) and principal due after the applicable Cut-Off Date received by or on
behalf of the Depositor of, on or with respect to the Underlying TLG Debt
Securities, and, unless otherwise specified in the Series Supplement, will
exclude all interest, premium (if any) and principal of, on or with respect to
the Underlying TLG Debt Securities due on or before the applicable Cut-Off
Date.

     

    (b) In
connection with each Transfer referred to in the preceding paragraph, the
Depositor shall, not later than the applicable Closing Date, convey the
Underlying TLG Debt Securities for a given Series to the Trustee either
(i) by physical delivery of Underlying TLG

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Debt
Securities which are in physical form, duly endorsed, to the Trustee or
(ii) by delivery of any other Underlying TLG Debt Securities through a
Clearing Agency, in which event (A) the Trustee has accepted delivery of
such Underlying TLG Debt Securities through such Clearing Agency and
(B) the Underlying TLG Debt Securities have been credited to a custodial
account established by the Trustee, or its authorized agent for the benefit of
the Certificateholders, and for which the Trustee is the sole entitlement holder
and the Trustee shall have the right to hold and maintain such Underlying TLG
Debt Securities on deposit with such Clearing Agency for all purposes of the
Trust Agreement.  In addition, the Depositor shall, not later than the
applicable Closing Date, deliver to the Trustee any related agreements or other
instruments with respect to the Underlying TLG Debt Securities and any other
Conveyed Assets for a given Series as specified in the applicable Series
Supplement.

     

    (c) Unless
otherwise specified in the applicable Series Supplement, any Transfer of the
Conveyed Assets by the Depositor for a given Series accomplished hereby and by
such Series Supplement is absolute and is intended by the parties hereto as a
sale.

     

    (d) With
respect to the delivery of the Conveyed Assets to the Trustee, the Depositor
shall be deemed thereby to represent and warrant to the Trustee
that:

     

    (i) the
Depositor is duly authorized to so deliver the Conveyed Assets;

     

    (ii) at the
time of delivery of the Conveyed Assets, the Depositor’s interest in such
Conveyed Assets is free and clear of any lien, pledge, encumbrance, right,
charge, claim or other security interest created by the Depositor;

     

    (iii) such
delivery is irrevocable and free of any continuing claim by the Depositor except
such as the Depositor may have as a Certificateholder;

     

    (iv) each item
of the Conveyed Assets is comprised of “investment property”, “instruments”,
“tangible chattel paper”, “accounts”, “security entitlements” or “general
intangibles,” which shall in each case have the meaning defined in the Uniform
Commercial Code; and

     

    (v) the
Depositor has caused or will have caused, within ten days of the Closing Date,
the filing of all appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order to perfect the
security interest in the Conveyed Assets Transferred to the Trustee
hereunder.

     

    The above
representations and warranties shall survive the delivery of such Conveyed
Assets to the Trustee and the execution and delivery of the Certificates in
respect of the related Series.

     

    (e) Unless
otherwise specified in the related Series Supplement, it is the intention of all
of the parties hereto that the transfer of the Trust property hereunder and
under any Series Supplement shall constitute a sale and the Trust created
hereunder and thereunder shall constitute a grantor trust for U.S. federal
income tax purposes under Subpart E, Part I of Subchapter J of the Code, and all
parties hereto and thereto agree to treat the Trust, any distributions therefrom
and the beneficial interest in the assets of the Trust consistently with such
characterization.  Each

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Certificateholder
by its acceptance of its Certificate of any Series or a beneficial interest or
participation therein, hereby agrees to treat the Trust as a grantor trust for
all U.S. federal, state and local income tax purposes.  The provisions
of the Trust Agreement shall be interpreted consistently with such
characterization.

     

    (f) Unless
otherwise specified in the related Series Supplement, any Trust created
hereunder shall not engage in any business or activities other than in
connection with, or relating to, acquiring, holding, protecting and preserving
of the Trust Estate, the issuance of the Certificates, making distributions on
the Certificates and other than those required or authorized by the Trust
Agreement or incidental to and necessary to accomplish such
activities.  Any Trust created hereunder shall not issue or sell any
securities or other obligations other than the Certificates issued in connection
with the related Series or otherwise incur, assume or guarantee any indebtedness
for money borrowed.

     

    SECTION
2.02 Acceptance by Trustee;
Representative.  With respect to each Series, the Trustee will
acknowledge receipt by it, or by a custodian on its behalf, of the related
Conveyed Assets now existing or hereafter acquired, and the related documents
referred to in Section 2.01, and declares that it will hold such Conveyed
Assets and all other documents delivered to it pursuant to the Trust Agreement,
and that it will hold all such assets and such other assets (including Trust
Estate acquired from a Person other than the Depositor) comprising the Trust for
a given Series of Certificates, in trust for the exclusive use and benefit of
all present and future Certificateholders of such Series and for the purposes
and subject to the terms and conditions set forth in the Trust
Agreement.  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 for
the benefit of the Certificateholders of the related Series as provided in the
applicable Series Supplement.

     

    SECTION
2.03 Representations and
Warranties of the Depositor.  The Depositor hereby represents
and warrants to the Trustee that as of the Closing Date or as of such other date
specifically provided herein or in the applicable Series
Supplement:

     

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

     

    (ii) to the
Depositor’s knowledge, the execution and delivery of the Trust Agreement by the
Depositor and its performance of and compliance with the terms of the Trust
Agreement will not violate the Depositor’s Organizational Documents or
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach or acceleration of,
any material contract, agreement or other instrument to which the Depositor is a
party or which may be applicable to the Depositor or any of its
assets;

     

    (iii) to the
Depositor’s knowledge, the Depositor has the full power and authority to enter
into and consummate all transactions contemplated by the Trust Agreement, has
duly authorized the execution, delivery and performance of the Trust Agreement
and has duly executed and delivered the Trust Agreement.  The Trust
Agreement, upon its execution and delivery by the Depositor and assuming
due

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    authorization,
execution and delivery by the Trustee, will, to the Depositor’s knowledge,
constitute a valid, legal and binding obligation of the Depositor, enforceable
against it in accordance with the terms hereof, except as such enforcement may
be limited by bankruptcy, insolvency, reorganization, receivership, moratorium
or other laws relating to or affecting the rights of creditors generally, and by
general equity principles (regardless of whether such enforcement is considered
a proceeding in equity or at law); and

     

    (iv) any
additional representations and warranties, if any, that may be specified in the
applicable Series Supplement.

     

    It is
understood and agreed that the representations and warranties of the Depositor
set forth in this Section 2.03 shall survive delivery of the Conveyed
Assets to the Trustee and shall inure to the benefit of the Trustee on behalf of
the Certificateholders notwithstanding any restrictive or qualified endorsement
or assignment.

     

    SECTION
2.04 Agreement to Execute,
Authenticate and Deliver Certificates.  With respect to each
Series and the related Trust, the Trustee hereby agrees and acknowledges that it
will, concurrently with the Transfer to, and receipt by it of, the related
Conveyed Assets and delivery to it by the Depositor of Certificates of such
Series, cause to be executed, authenticated and delivered to or upon the written
order of the Depositor, in exchange for the Conveyed Assets for a given Series,
Certificates duly executed and authenticated by or on behalf of the Trustee in
authorized denominations evidencing ownership of the entire Trust for such
Series, all in accordance with the terms and subject to the conditions of
Sections 5.02 and 5.13.

     

    ARTICLE
III

     

    Administration of each
Trust

     

    SECTION
3.01 Administration of each
Trust.  (a)  The Trustee shall administer the Trust
Estate for each Trust for the benefit of the Certificateholders of the related
Series.  In engaging in such activities, the Trustee shall follow or
cause to be followed collection procedures in accordance with the terms
of:  (i) these Standard Terms, (ii) the applicable Series
Supplement and (iii) the respective Underlying TLG Debt Securities and
other Conveyed Assets.  With respect to each Trust, and subject only
to the above-described standards, the Trustee shall have full power and
authority, acting alone or through Administrative Agents as provided in
Section 7.02, to do or cause to be done any and all things in connection
with such administration which it deems necessary to comply with the terms of
these Standard Terms and the applicable Series Supplement and the Trustee shall
be legally entitled to and may (but shall not be obligated to, except as
expressly required under the Trust Agreement) exercise all of the rights, powers
and privileges of a registered holder or beneficial owner of the Underlying TLG
Debt Securities, subject to the provisions of the Trust Agreement.

     

    (b) The
duties of the Trustee shall be performed in accordance with applicable local,
state and federal law, and the Trustee shall make any and all filings, reports,
notices or applications with, and seek any comments and authorizations from, the
Commission and any

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    state
securities authority on behalf of the Trust for each Series as expressly
required under the Trust Agreement.

     

    SECTION
3.02 Collection of Payments on
the Trust Estate.  With respect to any Series of Certificates,
the Trustee shall collect all payments required to be made on the assets which
comprise the Trust Estate in a manner consistent with the terms of the Trust
Agreement and such assets.  In the event that any payment required to
be made by a TLG Debt Security Issuer pursuant to the terms of its Underlying
TLG Debt Security is not made by 10:00 a.m., New York City time, on the due
date therefor (without regard to any cure period), then the Trustee shall
promptly (1) notify such TLG Debt Security Issuer, in writing, in
accordance with the information in the Private Placement Agreement to which such
TLG Debt Security Issuer is a party of such nonpayment and request payment as
soon as possible and (2) notify, in writing, the placement agents in accordance
with the information specified in such Private Placement
Agreement.  In addition, the Trustee shall, as the Representative,
seek recovery of unpaid amounts in respect of any Underlying TLG Debt Security
from the FDIC pursuant to the FDIC Guarantee in the manner specified in the
applicable Series Supplement.

     

    SECTION
3.03 Certificate
Account.  (a)  For each Series of Certificates, the
Trustee shall establish and maintain one or more Eligible Accounts
(collectively, the “Certificate Accounts”), held in trust for the benefit of the
Certificateholders of such Series.  The Trustee on behalf of such
Certificateholders shall possess all right, title and interest in all funds on
deposit from time to time in each Certificate Account and in all proceeds
thereof.  With respect to each Series of Certificates, the Certificate
Account shall be under the sole dominion and control of the Trustee for the
benefit of the related Certificateholders.  With respect to each
Series of Certificates and the Trust Estate related thereto, the Trustee shall
deposit or cause to be deposited in the Certificate Account all amounts received
by it with respect to such Trust Estate (in each case from either the TLG Debt
Security Issuers or the FDIC), including, but not limited to (i) all
payments on account of principal of the Conveyed Assets; (ii) all payments
on account of interest on the Conveyed Assets; (iii) all payments on
account of premium (if any) on the Conveyed Assets; (iv) all other payments
in respect of the Conveyed Assets; and (v) any interest or investment
income earned on funds deposited in the related Certificate Accounts not later
than the close of business on the Business Day on which the Trustee receives
such amounts in the form of immediately available funds (so long as such funds
are received by the Trustee by 5:00 p.m. New York City time, and on the next
Business Day otherwise); provided, however, that, amounts received by the
Trustee through an intra-bank transfer from the account of a TLG Debt Security
Issuer or from the FDIC on any Interest Distribution Date or Final Scheduled
Distribution Date prior to 11:45 a.m. will be immediately posted to the
Certificate Account.  The Trustee shall direct the investment of such
amounts pursuant to the provisions of Section 3.04 hereof.

     

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

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    Account
for such Series.  The Trustee shall give notice to the Depositor and
the applicable Rating Agencies of the new location of any Certificate Account
prior to any change thereof.

     

    (b) (i) The
Trustee hereby confirms the following with respect to the Certificate
Account:  (A) the Certificate Account shall be a “securities
account” within the meaning of Section 8-501 of the Uniform Commercial Code
to which financial assets are or may be credited, (B) the Trustee is acting
and shall continue to act in the capacity of a “securities intermediary” within
the meaning of Section 8-102(a)(14) of the Uniform Commercial Code (in such
capacity, the “Securities Intermediary”) with respect to the Certificate
Account, (C) the Securities Intermediary shall treat the Trustee as the
sole “entitlement holder” of the Certificate Account within the meaning of
Section 8-102(a)(7) of the Uniform Commercial Code and the sole Person
entitled to exercise the rights that comprise any financial asset credited to
the Certificate Account, and (D) all securities, security entitlements,
financial assets and other investment property shall be credited by the
Securities Intermediary to the Certificate Account as provided
herein.

     

    (ii) The
Securities Intermediary hereby agrees that each item of property (whether
investment property, financial asset, security, instrument or cash) credited to
the Certificate Account shall be treated as a “financial asset” within the
meaning of Section 8-102(a)(9) of the Uniform Commercial Code.

     

    (iii) Notwithstanding
anything to the contrary and for the avoidance of doubt, if at any time the
Securities Intermediary shall receive any notification or “entitlement order”
(as defined in Section 8-102(a)(8) of the Uniform Commercial Code) from the
Trustee directing it to transfer or redeem any financial asset or other property
relating to the Certificate Account, the Securities Intermediary shall comply
with such notification or entitlement order without further consent by the
Depositor or any other Person.

     

    (iv) For the
purposes of the Uniform Commercial Code, the “securities intermediary’s
jurisdiction” (as defined in Section 8-110 of the Uniform Commercial Code)
of the Securities Intermediary shall be the State of New York.

     

    (v) The Trust
Estate (other than the Conveyed Assets) and any other property to be deposited
in, or credited to, the Certificate Account shall be delivered as follows (terms
used in the following provisions that are not otherwise defined are used as
defined in Article 8 of the Uniform Commercial Code):

     

    (1) in the
case of each certificated security (other than a clearing corporation security
(as defined below)) or instrument, by:

     

    (a) the
delivery of such certificated security or instrument to the Securities
Intermediary registered in the name of the Securities Intermediary or its
nominee or endorsed to the Securities Intermediary or in blank,

     

    (b) the
Securities Intermediary continuously indicating by book-entry that such
certificated security or instrument is credited to the Certificate Account,
and

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    (c) the
Securities Intermediary maintaining continuous possession of such certificated
security or instrument in the State of New York;

     

    (2) in the
case of each uncertificated security (other than a clearing corporation
security), by causing:

     

    (a) such
uncertificated security to be continuously registered on the books of the issuer
thereof to the Securities Intermediary, and

     

    (b) the
Securities Intermediary continuously indicating by book-entry that such
uncertificated security is credited to the Certificate Account;

     

    (3) in the
case of each security in the custody of or maintained on the books of a clearing
corporation or its nominee (a “clearing corporation security”), by
causing:

     

    (a) the
relevant clearing corporation to credit such clearing corporation security to
the securities account of the Securities Intermediary, and

     

    (b) the
Securities Intermediary continuously indicating by book-entry that such clearing
corporation security is credited to the Certificate Account;

     

    (4) in the
case of each security issued or guaranteed by the United States or agency or
instrumentality thereof and maintained in book-entry records of the Federal
Reserve Bank of New York (“FRBNY”) (a “government security”), by
causing:

     

    (a) the
creation of a security entitlement to such government security by the credit of
such government security to the securities account of the Securities
Intermediary at the FRBNY, and

     

    (b) the
Securities Intermediary continuously indicating by book-entry that such
government security is credited to the Certificate Account;

     

    (5) in the
case of each security entitlement not governed by clauses (1) through (4)
above, by:

     

    (a) causing a
securities intermediary (x) to indicate by book-entry that the underlying
“financial asset” (as defined in Section 8-102(a)(9) of the Uniform
Commercial Code) has been credited to the Securities Intermediary’s securities
account, (y) to receive a financial asset from the Securities Intermediary
or acquiring the underlying financial asset for the Securities Intermediary,
and, in either

     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    case,
accepting it for credit to the Securities Intermediary’s securities account or
(z) to become obligated under other law, regulation or rule to credit the
underlying financial asset to the Security Intermediary’s securities
account,

     

    (b) the
making by such securities intermediary of entries on its books and records
continuously identifying such security entitlement as belonging to the
Securities Intermediary and continuously indicating by book-entry that such
security entitlement is credited to the Securities Intermediary’s securities
account, and

     

    (c) the
Securities Intermediary continuously indicating by book-entry that such security
entitlement (or all rights and property of the Securities Intermediary
representing such security entitlement) is credited to the Certificate Account;
and

     

    (6) in the
case of cash or money, by:

     

    (a) the
delivery of such cash or money to the Securities Intermediary,

     

    (b) the
Securities Intermediary treating such cash or money as a financial asset
maintained by such Securities Intermediary for credit to the Certificate Account
in accordance with the provisions of Article 8 of the Uniform Commercial Code,
and

     

    (c) causing
the Securities Intermediary to continuously indicate by book-entry that such
cash or money is credited to the Certificate Account.

     

    SECTION
3.04 Investment of Funds in the
Certificate Accounts.  Unless otherwise specified in the
applicable Series Supplement, the Trustee or any other depository institution
maintaining the Certificate Account for the applicable Series and any other
segregated Eligible Account the contents of which are held for the benefit of
Certificateholders of such Series, shall hold the funds therein
uninvested.

     

    SECTION
3.05 Expense Reserve
Account.  On the applicable Closing Date, the Trustee at the
written direction of the Depositor or, if so specified in the related Series
Supplement, the Depositor shall establish and maintain separate Eligible
Accounts (collectively, the “Expense Reserve Accounts”), outside the related
Trust in the name of the Trustee for the benefit of the
Depositor.  The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in each Expense Reserve Account and in
all proceeds thereof.  With respect to each Series of Certificates,
the Expense Reserve Account shall be under the sole dominion and control of the
Trustee for the benefit of the Depositor.  If specified in the
applicable Series Supplement, on or prior to the Closing Date for a Series, the
Depositor will make or cause to be made the deposit of any Reserved
Extraordinary Trust Expense Amount or any Reserved Ordinary Expense Amount to
the Expense Reserve Account for the related Series as of the Closing
Date.

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    With
respect to any Series, unless otherwise specified in the related Series
Supplement, Reserved Extraordinary Trust Expense Amounts on deposit in the
Expense Reserve Account for such Series shall be applied by the Trustee to pay
Extraordinary Trust Expenses as such amounts become due and in accordance with
Section 7.07(d).  Reserved Ordinary Expense Amounts shall be applied
by the Trustee for the purposes set forth in the definition of Ordinary Trust
Expense as such amounts become due and as provided in the related Series
Supplement and, in the case of any Administrative Agent, upon presentation to
the Trustee of documentation reasonably supporting such expense.  The
Trustee shall maintain accurate and complete records for all Extraordinary Trust
Expenses and Ordinary Expenses for which it seeks reimbursement from the Expense
Reserve Account or from Available Funds pursuant to
Section 7.07(d).  Amounts on deposit in an Expense Reserve
Account for any Series will be held outside of the Trust and are not part of the
Trust Estate.  Amounts on deposit in the Expense Reserve Account shall
be invested in Expense Reserve Account Eligible Investments at the direction of
the Depositor, which direction may be in the form of standing
instructions.  [If the Trustee does not receive any investment
instructions from the Depositor, the Trustee will invest any amounts on deposit
in the Expense Reserve Account in Expense Reserve Account Eligible Investments
specified in clause [ ] of the definition thereof.] If any amounts remain on
deposit in the Expense Reserve Account for any Series after the final
distribution to Certificateholders of all amounts on or with respect to the
Trust Estate and all Extraordinary Trust Expenses and Ordinary Expenses are paid
in full, any remaining amounts will be distributed to the Depositor (unless
otherwise provided in the related Series Supplement).

     

    SECTION
3.06 Other
Accounts.  On the applicable Closing Date, the Trustee at the
written direction of the Depositor or, if so specified in the applicable Series
Supplement, the Depositor, shall establish and maintain, in the name of the
Trustee, either as a part of the related Trust or outside of it, for the benefit
of the Certificateholders of the related Series or for such other Person
identified in the related Series Supplement, such other accounts as may be
specified in the related Series Supplement.

     

    SECTION
3.07 Realization Upon Defaulted
Conveyed Assets.  Unless otherwise set forth in the related
Series Supplement, in the event of the occurrence of a TLG Debt Security
Default, the Trustee shall take such action as is set forth in the applicable
Series Supplement with respect to such default.

     

    SECTION
3.08 Access to Certain
Documentation.  The Trustee shall provide to any federal, state
or local regulatory authority that may exercise authority over any
Certificateholder, access to the documentation regarding the Trust Estate as
required by any applicable law and regulation.  Such access shall be
afforded without charge, but only upon request and during normal business hours
at the offices of the Trustee designated by it.  In addition, access
to the documentation regarding the Trust Estate related to a given Series will
be provided to any Certificateholder of such Series upon reasonable request
during normal business hours at the offices of the Trustee designated by it at
the expense of the Certificateholder requesting such access.

     

    SECTION
3.09 Charges and
Expenses.  Except as otherwise provided herein or in the
related Series Supplement, no amounts in the nature of fees or charges shall be
payable by or withheld from the Trust, the Depositor or any other
person.  Except as otherwise provided in the

     


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    Trust
Agreement, there shall be no recourse or claim against the Trust or the property
of the Trust for all or any part of any fees or charges payable to any
person.

     

    ARTICLE
IV

     

    Distributions and Reports to
Certificateholders

     

    SECTION
4.01 Distributions.  (a)  On
each Distribution Date for a given Series of Certificates, the Trustee shall
distribute Available Funds or Special Distribution Amounts, as the case may be,
for such Series in the manner and priority set forth in the Series Supplement
for such Series.

     

    (b) All cash
distributions on the Certificates shall be payable only from Available Funds and
Special Distribution Amounts, and no provision of the Trust Agreement shall be
deemed to create any obligation on the part of the Trustee or the Depositor to
make any distribution in cash from any other source.

     

    SECTION
4.02 Distributions on
Certificates.  (a)  Distributions on any Certificate
that are payable and are punctually paid or duly provided for on any
Distribution Date, other than the Final Scheduled Distribution Date or any
Special Distribution Date with respect to any payment of principal shall be made
to the Registered Holder thereof as of the close of business on the related
Record Date notwithstanding the cancellation of such Certificate upon any
transfer or exchange subsequent to such related Record Date.

     

    (b) Distributions
on any Certificate that are payable and are punctually paid or duly provided for
on the Final Scheduled Distribution Date shall be made against presentation and
surrender of such Certificate to the Trustee at its Corporate Trust
Office.  On the Final Scheduled Distribution Date, the Certificate
Principal Balance of each Certificate will be reduced on a pro rata basis
(based on its Certificate Principal Balance) with respect to payment of the
principal amount of each Underlying TLG Debt Securities paid at its stated
maturity, exclusive of any premium.  In the case of a distribution on
the Final Scheduled Distribution Date, (i) the Trustee will decrease the
Certificate Principal Balance of a Global Security to reflect the maturing
Underlying TLG Debt Security or (ii) Certificateholders holding Definitive
Certificates will be required to deliver the same to the Corporate Trust Office
of the Trustee, whereupon the Trustee will execute, authenticate and deliver to
such Certificateholders (without any service charge) new Definitive Certificates
of authorized denominations for any remaining Certificate Principal Balance and
will also deliver the principal and any premium and interest so received on the
maturing Underlying TLG Debt Securities.

     

    (c) If the
Trustee receives a Special Distribution Amount the Trustee will distribute the
amounts so received on the next succeeding Business Day (each, a “Special
Distribution Date”) to (1) Certificateholders on the Record Date for a Special
Distribution Date with respect to any payment of interest or (2)
Certificateholders against presentation and surrender of their Certificates to
the Trustee at its Corporate Trust Office on a Special Distribution Date with
respect to any payment of principal.  In the case of a Special
Distribution Date with respect to any payment of principal, the Certificate
Principal Balance of each Certificate will be reduced on a pro rata basis
(based on its Certificate Principal Balance) with respect to the principal
amount

     


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    of each
Underlying TLG Debt Security redeemed by the related TLG Debt Security Issuer,
exclusive of any premium.  In such cases, (1) the Trustee will
decrease the Certificate Principal Balance of a Global Security to reflect such
redemption or (2) Certificateholders holding Definitive Certificates will be
required to deliver the same to the Corporate Trust Office of the Trustee,
whereupon the Trustee will execute, authenticate and deliver to such
Certificateholders (without any service charge) new Definitive Certificates of
authorized denominations for any remaining Certificate Principal Balance and
will also deliver to such Certificateholders the principal and any premium and
interest so received on the Underlying TLG Debt Securities so
redeemed.

     

    The
distribution of interest and principal on Certificates shall be
made:

     

    (i) if the
Certificateholder is a Depository, to the Depository, which shall credit the
relevant Participant’s account at such Depository in accordance with the
policies and procedures of the Depository, or

     

    (ii) if the
Certificateholder is not a Depository, at the Corporate Trust Office (except as
otherwise specified in the related Series Supplement) or, at the option of the
Trustee, by check mailed to the address of the Person entitled thereto as such
address shall appear in the Certificate Register or, if provided in the related
Series Supplement and in accordance with arrangements satisfactory to the
Trustee, at the option of any Certificateholder that holds 100% of the Series of
Certificates or who holds Certificates with an initial aggregate Certificate
Principal Balance of $1,000,000 or more by wire transfer to an account
designated by such Certificateholder at a bank or other depository institution
having appropriate wire transfer facilities if such Certificateholder has so
notified the Trustee not later than ten days prior to such Distribution
Date.  If a wire transfer cannot be made for any reason, payment shall
be made by check.  The Trustee shall not be required to send federal
funds wires until any corresponding payments which were not same-day funds when
received by it have become same-day funds.

     

    (d) Subject
to the foregoing provisions of this Section 4.02, each Certificate
delivered under the Trust Agreement upon transfer of or in exchange for or in
lieu of any other Certificate shall carry the rights to interest accrued and
undistributed, and to accrue, that were carried by such other
Certificate.

     

    (e) With
respect to any computations or calculations to be made under these Standard
Terms, the applicable Series Supplement and the Certificates, except as
otherwise provided, all percentages resulting from any calculation on the
Certificates shall be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage point
rounded upward (e.g.,
9.876545% (or 0.09876545) shall be rounded to 9.87655% (or 0.0987655%) and
9.876544% (or 0.09876544) shall be rounded to 9.87654% (or 0.0987654)), and all
dollar amounts used in or resulting from such calculation shall be rounded to
the nearest cent (with one half cent being rounded upward).

     

    SECTION
4.03 Reports to
Certificateholders.  Unless otherwise specified in the
applicable Series Supplement, on the next Business Day following each
Distribution Date the Trustee shall make available on the Trustee’s website
(_________________) to the Depositor

     


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    and each
Certificateholder of the Series and shall forward or cause to be forwarded to
each Rating Agency rating the Series and such other Persons as may be specified
in such Series Supplement, a statement setting forth:

     

    (i) the
amounts, if any, received by the Trustee as of the last such statement in
respect of principal, interest and premium (if any) on each of the Underlying
TLG Debt Securities;

     

    (ii) the
amount, if any, to be distributed on such Distribution Date to
Certificateholders of the Series allocable to principal of, and premium (if
any), and interest on the Certificates of the Series;

     

    (iii) the
amount on deposit in the Expense Reserve Account, the amount of Ordinary
Expenses paid to the Administrative Agent, if any, and the Trustee for the
period relating to such Distribution Date, the amount of any Extraordinary Trust
Expenses incurred during such period and the amount of Certificateholder Excess
Trust Expenses to be paid from Available Funds with respect to such Distribution
Date;

     

    (iv) (A) the
aggregate stated principal amount of the Underlying TLG Debt Securities related
to such Series and (B) the current interest rate or rates thereon at the
close of business on such Distribution Date;

     

    (v) the
aggregate Certificate Principal Balance of such Series at the close of business
on such Distribution Date, separately identifying any reduction in such
aggregate Certificate Principal Balance on such Distribution Date;
and

     

    (vi) such
other customary information as the Trustee deems necessary or desirable (or that
any Certificateholder reasonably requests), to enable Certificateholders to
prepare their tax returns.

     

    In the
case of information furnished pursuant to subclauses (ii) and
(iii) above, the amounts shall be expressed as a dollar amount per minimum
denomination of Certificates or for such other specified portion
thereof.  Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to each Person who at any time during
each such calendar year was a Certificateholder a statement containing the
information set forth in subclauses (ii), (iii) and (v) above,
aggregated for such calendar year or the applicable portion thereof during which
such person was a Certificateholder.  Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as are from time to time in effect.  The
Trustee shall make available on its website (located at
__________________)  to Certificateholders all notices and
communications it receives from any TLG Debt Security Issuer and the FDIC with
respect to each Underlying TLG Debt Security.

     

    SECTION
4.04 Allocation of
Certificateholder Excess Trust Expenses.  With respect to any
Series of Certificates, the manner of the allocation of Certificateholder Excess
Trust Expenses on any Distribution Date among the Certificateholders of such
Series shall be as set forth in the related Series Supplement.

     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    SECTION
4.05 Compliance with Withholding
Requirements.  (a) Notwithstanding any other provision of the
Trust Agreement to the contrary, the Trustee shall comply with all federal
withholding requirements respecting distributions to Certificateholders of
interest or original issue discount that the Trustee reasonably believes are
applicable under the Code.  The consent of Certificateholders shall
not be required for such withholding.

     

    (b) Each
Certificateholder will provide the Trustee (and, so long as the Certificates are
held at a Depository in the form of Global Securities, each Beneficial Owner of
the Certificates will provide such Depository and the Trustee) with evidence
that there should not be any withholding tax assessed for federal income tax
purposes in respect of distributions to such Certificateholder, such evidence to
take the form of a statement, on a duly executed and up-to-date Internal Revenue
Service Form W-8BEN (or successor form), Form W-9 (or successor form), or Form
W-8ECI (or successor form), as applicable, that identifies the Beneficial Owner
of the Certificate; provided, however, that for so long as the Certificates are
held at a Depository in the form of Global Securities, the Certificateholder
shall have no obligation to provide the Trustee with any such evidence except to
the extent it has received such evidence from Beneficial Owners of the
Certificates.  The Trustee shall not be required to accept any such
Internal Revenue Service forms if it believes that they are not accurate (but
the Trustee shall not be required to make any independent investigation to
determine their accuracy and, subject to Section 7 of these Standard Terms,
may conclusively rely on such provided forms).

     

    (c) 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 any Underlying TLG Debt Security or the Certificates,
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.  In the event the Trustee
does withhold any amount from interest or original issue discount distributions
to any Certificateholder pursuant to federal withholding requirements, the
Trustee shall indicate in the statement required pursuant to Section 4.03
the amount so withheld.

     

    (d) The
Depositor and the Trustee shall have the right to refuse the surrender,
registration of transfer or exchange of any Certificate with respect to which
such tax or other governmental charge shall be payable until such payment shall
have been made by the Certificateholder.

     

    (e) The Trust
shall not be obligated to pay any additional amounts to the Certificateholders
or Beneficial Owners as a result of any withholding or deduction for, or on
account of, any present or future taxes, duties, assessments or governmental
charges.

     

    ARTICLE
V

     

    The
Certificates

     

    SECTION
5.01 The
Certificates.  The Certificates of any Series will be issued in
fully registered form and shall be substantially in the form of the exhibit with
respect thereto attached to the applicable Series Supplement.

     


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    Each
Series of Certificates shall be issued by a separate Trust created by a Series
Supplement authorized by the Depositor and establishing the terms and provisions
of such Series and these Standard Terms.  The intended status of each
Trust is to constitute a grantor trust for U.S. federal income tax
purposes.  Each Series may be issued with such further particular
designation added or incorporated in such title for the Certificates of any
particular Series as the Depositor may determine.  Each Certificate
shall bear upon its face the designation so selected for the Series to which it
belongs.  All Certificates of the same Series shall be identical in
all respects except for the denominations thereof.  Except as
otherwise provided in a Series Supplement, all Certificates of a particular
Series issued under the Trust Agreement shall be in all respects equally and
ratably entitled to the benefits hereof without preference, priority or
distinction on account of the actual time or times of authentication and
delivery, all in accordance with the terms and provisions of the Trust
Agreement.

     

    SECTION
5.02 Execution, Authentication
and Delivery.  (a)  The Certificates shall be
executed on behalf of the Trust by the Trustee by one of its Responsible
Officers.  The signature of a Responsible Officer may be manual or
facsimile.  Certificates bearing the manual or facsimile signature of
individuals who were at any time Responsible Officers shall be binding,
notwithstanding that such individuals or any of them have ceased to be
Responsible Officers prior to the authentication and delivery of such
Certificates or were not Responsible Officers at the date of such
Certificates.  The Certificates shall be executed and authenticated
upon satisfaction of the conditions set forth in the related Series
Supplement.

     

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

     

    (c) No
Certificate shall be entitled to any benefit under the Trust Agreement or be
valid or obligatory for any purpose, unless there appears on such Certificate a
certificate of authentication substantially in one of the forms provided for
herein or in the form of Certificate attached to the related Series Supplement
executed by the Trustee by the signature of one of its authorized signatories,
which signature may be manual or facsimile, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder and is entitled to the benefits of the Trust Agreement.

     

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

     

    If a
Person other than the Trustee is appointed by the Depositor as Certificate
Registrar, the Depositor will give the Trustee prompt written notice of the
appointment of a Certificate

     


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    Registrar
and of the location, and any change in the location, of the Certificate
Register, and the Trustee shall have the right to rely upon a certificate
executed on behalf of the Certificate Registrar by an Executive Officer thereof
as to the names and addresses of the Certificateholders and the principal
amounts and numbers of such Certificates.

     

    (b) Upon
surrender for registration of transfer of any Certificate of any Series at the
Corporate Trust Office of the Trustee, if the requirements of
Section 8-401(a) of the Uniform Commercial Code are met to the Depositor’s
satisfaction, the Trustee shall execute, authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Certificates of any
authorized denominations, of a like Series and aggregate Certificate Principal
Balance.

     

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

     

    (d) At the
option of the Certificateholder, Certificates of any Series (other than a
Global Security) may be exchanged for other Certificates of the same Series of
any authorized denomination or denominations of like tenor and aggregate
Certificate Principal Balance upon surrender of the Certificates to be exchanged
at the office or agency of the Trustee maintained for such purpose.

     

    (e) If at the
time the Depository for the Certificates of a Series notifies the Depositor that
it is unwilling or unable to continue as Depository for the Certificates of such
Series or if at any time the Depository for the Certificates of such Series
shall no longer be eligible under Section 5.07(b), the Depositor shall
appoint a successor Depository with respect to the Certificates of such
Series.  If a successor Depository for the Certificates of such Series
is not appointed by the Depositor within ninety days after the Depositor
receives such notice or becomes aware of such ineligibility, the Depositor’s
election as specified in the related Series Supplement shall no longer be
effective with respect to the Certificates of such Series and Definitive
Certificates will be issued pursuant to Section 5.09.

     

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

     

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

     


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    (h) No
service charge shall be made to a Certificateholder 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 with any registration of transfer or exchange of
Certificates.

     

    SECTION
5.04 Mutilated, Destroyed, Lost
and Stolen Certificates.  If (i) any mutilated Certificate
is surrendered to the Trustee at its Corporate Trust Office or (ii) the
Depositor receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate, and there is delivered to the Trustee such security or
indemnity as it may require to hold each of it and any Paying Agent harmless,
and the Trustee does not receive notice that such Certificate has been acquired
by a bona fide
purchaser, then the Trustee shall execute, authenticate and deliver, in exchange
for any such mutilated Certificate, or in lieu of any such destroyed, lost or
stolen Certificate, a new Certificate of the same Series of like tenor, form,
terms and principal amount, bearing a number not contemporaneously
Outstanding.

     

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

     

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

     

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

     

    SECTION
5.05 Persons Deemed
Owners.  (a)  Subject to Section 4.02, the
Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat
the Registered Holder of a Certificate as the owner of such Certificate for the
purpose of receiving distributions of principal of (and premium, if any) and
interest, if any, on such Certificate and for all other purposes whatsoever,
whether or not such Certificate be overdue, and neither the Depositor, the
Trustee, nor any agent of the Depositor or the Trustee shall be affected by
notice to the contrary.

     

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

     

    SECTION
5.06 Cancellation.  Unless
otherwise specified in the related Series Supplement for Certificates of any
Series, all Certificates surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it.  No
Certificates shall be authenticated in lieu of or

     


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    in
exchange for any Certificates cancelled as provided in this Section, except as
expressly permitted by the Trust Agreement.

     

    SECTION
5.07 Global
Securities.  (a)  For each Series of Certificates,
the Trustee shall execute, authenticate and deliver one or more Global
Securities upon receipt of a Depositor Order, that (i) shall represent an
aggregate initial Certificate Principal Balance equal to the aggregate initial
Certificate Principal Balance of the Certificates of such Series to be
represented by such one or more Global Securities, (ii) shall be registered
in the name of the Depository for such Global Security or Global Securities or
the nominee of such Depository, (iii) shall be delivered by the Trustee to
such Depository or pursuant to such Depository’s instruction and (iv) shall
bear a legend substantially to the following effect:  “Unless and
until it is exchanged in whole or in part for the individual Certificates
represented hereby, this Global Security may not be transferred except as a
whole and may only be transferred by the Depository to a nominee of the
Depository, 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.”

     

    No
Beneficial Owner of a Certificate of any Series will receive a Definitive
Certificate representing such Beneficial Owner’s interest in the Certificate or
Certificates of such Series, except as provided in
Section 5.09.  Unless and until definitive, fully-registered
Certificates (the “Definitive Certificates”) have been issued to
Certificateholders of such Series pursuant to Section 5.09:

     

    (i) the
provisions of this Section 5.07 shall be in full force and
effect;

     

    (ii) the
Certificate Registrar and the Trustee shall be entitled to deal with the
Depository, as the sole Certificateholder of such Series, for all purposes under
the Trust Agreement (including the distribution of principal of, and premium, if
any, and interest on the Certificates and the giving of instructions or
directions hereunder) and shall have no obligation to the Beneficial Owners of
such Series;

     

    (iii) to the
extent that the provisions of this Section 5.07 conflict with any other
provisions of the Trust Agreement, the provisions of this Section 5.07
shall control;

     

    (iv) the
rights of Beneficial Owners of such Series shall be exercised only through the
Depository or its Participants and shall be limited to those established by law
and agreements between such Beneficial Owners and the Depository or its
Participants pursuant to the Rules of the Depository; unless and until
Definitive Certificates are issued pursuant to Section 5.09, the Depository
will make book-entry transfers among the Participants and receive and transmit
distributions of principal of, and interest on, the related Certificates to such
Participants;

     

    (v)
registration of the Global Securities may not be transferred by the Trustee
except to another Depository;

     

    (vi) the
Depository may collect its usual and customary fees, charges and expenses from
its Participants;

     


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    (vii) the
Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Participants; and

     

    (viii)
whenever the Trust Agreement requires or permits actions to be taken based upon
instructions or directions of Certificateholders of such Series evidencing a
specified percentage of the aggregate Voting Rights of the Outstanding
Certificates of such Series, the Depository shall be deemed to represent such
specified percentage only to the extent that it has received instructions to
such effect from Beneficial Owners of such Series or Participants in such
Depository’s system whose holdings of Certificates of such Series evidence such
specified percentage and who have delivered such instructions to the
Trustee.

     

    (b) Each
Depository designated in the related Series Supplement for a Global Security
must, at the time of its designation and at all times while it serves as such
Depository, be a Clearing Agency.

     

    SECTION
5.08 Notices to
Depository.  Whenever a notice or other communication to the
Certificateholders of a Series represented by one or more Global Securities is
required under the Trust Agreement, unless and until Definitive Certificates for
such Series shall have been issued to such Beneficial Owners pursuant to
Section 5.09, the Trustee shall give all such notices and communications
specified herein to be given to Certificateholders of such Series to the
Depository, and shall have no obligation to the Beneficial Owners.

     

    SECTION
5.09 Definitive
Certificates.  If in respect of a Series represented by one or
more Global Securities:  (i) the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities with respect to the Certificates of such Series and the
Depositor is unable to locate a qualified successor as provided in
Section 5.03 or (ii) the Depositor at its option advises the Trustee
in writing that it elects to terminate the book-entry system of such Series
through the Depository then the Depository shall notify all Beneficial Owners or
Participants in the Depository’s system with respect to such Series and the
Trustee of the occurrence of any such event and of the availability of
Definitive Certificates for such Series to Beneficial Owners of such
Series.

     

    Upon
surrender to the Trustee of the Global Securities of any Series by the
Depository, accompanied by re-registration instructions, the Trustee shall
execute and authenticate the Definitive Certificates of such Series in
accordance with the instructions of the Depository.  In connection
with such exchange of Global Securities for Definitive Certificates pursuant to
this Section 5.09, the Certificate Registrar shall reflect on its books and
records the date of such exchange and a decrease in the Certificate Principal
Balance of such Global Securities in an amount equal to the Certificate
Principal Balance of the beneficial ownership interests in such Global
Securities being exchanged for Definitive Certificates.  None of the
Depositor, the Certificate Registrar or the Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions.  Upon the issuance of
Definitive Certificates of a Series, the Trustee shall recognize the holders of
the Definitive Certificates of such Series as Certificateholders.

     


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    SECTION
5.10 Currency of Distributions in
Respect of Certificates.  Certificates of any Series and
distributions of the principal of (and premium, if any) and interest on
Certificates of such Series will be made in Dollars.

     

    SECTION
5.11 Conditions of Authentication
and Delivery of New Series.  Certificates of a new Series may
be issued at any time and from time to time after the execution and delivery of
these Standard Terms.  The Trustee shall execute, authenticate and
deliver Certificates of such Series upon receipt of a Depositor Order and upon
delivery by the Depositor to the Trustee of the documents and satisfaction of
the other conditions, each as set forth in the related Series
Supplement.

     

    SECTION
5.12 Appointment of Paying
Agent.  The Trustee may appoint one or more paying agents
(each, a “Paying Agent”) with respect to the Certificates of any
Series.  Any such Paying Agent shall be authorized to make
distributions to Certificateholders of such Series from the Certificate Account
for such Series pursuant to the provisions of the applicable Series Supplement
and shall report the amounts of such distributions to the
Trustee.  Any Paying Agent shall have the revocable power to withdraw
funds from such Certificate Account for the purpose of making the distributions
referred to above.  The Trustee may revoke such power and remove the
Paying Agent if the Trustee determines in its sole discretion that the Paying
Agent shall have failed to perform its obligations under the Trust Agreement in
any material respect.  The Paying Agent shall initially be the Trustee
and any co-paying agent chosen by the Trustee and acceptable to the
Depositor.  Any Paying Agent shall be permitted to resign as Paying
Agent upon thirty days’ notice to the Trustee.  In the event that the
Trustee shall no longer be the Paying Agent, the Trustee shall appoint a
successor or additional Paying Agent.  The Trustee shall cause each
successor to act as Paying Agent to execute and deliver to the Trustee, an
instrument in which such successor or additional Paying Agent shall agree with
the Trustee that it will hold all sums, if any, held by it for distribution to
the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be distributed to such Certificateholders
and will agree to such other matters as are required by Section 317(b) of
the Trust Indenture Act.  The Paying Agent shall return all unclaimed
funds to the Trustee and upon removal shall also return all funds in its
possession to the Trustee.  All of the rights and protections provided
to the Trustee in the Trust Agreement, including without limitation the
provisions of Sections 7.01, 7.04, 7.05 and 7.07, shall apply to the
Trustee also in its role as Paying Agent, for so long as the Trustee shall act
as Paying Agent.  Any reference in the Trust Agreement to the Paying
Agent shall include any co-paying agent unless the context requires
otherwise.  Notwithstanding anything contained herein to the contrary,
the appointment of a Paying Agent pursuant to this Section 5.12 shall not
release the Trustee from the duties, obligations, responsibilities or
liabilities arising under the Trust Agreement other than with respect to funds
paid to such Paying Agent.

     

    SECTION
5.13 Authenticating
Agent.  (a)  The Trustee may appoint one or more
authenticating agents (each, an “Authenticating Agent”) with respect to the
Certificates of any Series which shall be authorized to act on behalf of the
Trustee in authenticating such Certificates in connection with the issuance,
delivery and registration of transfer or exchange of such
Certificates.  The initial Authenticating Agent shall be the
Trustee.  Whenever reference is made in the Trust Agreement to the
authentication of Certificates by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication on
behalf

     


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    of the
Trustee by an Authenticating Agent and a certificate of authentication executed
on behalf of the Trustee by an Authenticating Agent.  Each subsequent
Authenticating Agent must be acceptable to the
Depositor.  Notwithstanding anything contained herein to the contrary,
the appointment of an Authenticating Agent pursuant to this Section 5.13
shall not release the Trustee from the duties, obligations, responsibilities or
liabilities arising under the Trust Agreement.

     

    (b) Any
institution succeeding to the corporate agency business of any Authenticating
Agent shall continue to be an Authenticating Agent without the execution or
filing of any power or any further act on the part of the Trustee or such
Authenticating Agent.  An Authenticating Agent may at any time resign
by giving notice of resignation to the Trustee and to the
Depositor.  The Trustee may at any time terminate the agency of an
Authenticating Agent by giving notice of termination to such Authenticating
Agent and to the Depositor.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time an Authenticating
Agent shall cease to be acceptable to the Trustee or the Depositor, the Trustee
promptly may appoint a successor Authenticating Agent.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent.  No
successor Authenticating Agent shall be appointed unless acceptable to the
Depositor.  The Trustee agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this
Section.  All of the rights and protections provided to the Trustee in
the Trust Agreement, including without limitation the provisions of
Sections 7.01, 7.04, 7.05 and 7.07, shall be applicable to any
Authenticating Agent.

     

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

     

    This is
one of the Certificates described in the Standard Terms and the related Series
Supplement.

     

    Dated:

     

    as
Authenticating Agent

    for the
Trustee,

    


     

    By:________________________

     

    SECTION
5.14 Actions by
Certificateholders.  (a)  Wherever in the Trust
Agreement a provision is made that an action may be taken or a notice, demand or
instruction given by Certificateholders or Beneficial Owners, such action,
notice, demand or instruction may be taken or given by any Certificateholder or
Beneficial Owner and may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders or Beneficial
Owners in person or by agents duly appointed in writing; and except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee.  The fact and
date of the execution by any Person of any

     


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    such
instrument or instruments may be proved in any manner which the Trustee deems
sufficient.

     

    (b) Certificateholders
or Beneficial Owners shall not be required to act in concert with any other
Certificateholder or Beneficial Owner or any other Person.

     

    (c) Any
request, demand, authorization, direction, notice, consent, waiver or other act
by a Certificateholder or Beneficial Owner of a Certificate shall bind such
Certificateholder or Beneficial Owner and every subsequent Certificateholder or
Beneficial Owner of such Certificate or any Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, suffered or omitted to be done by the
Certificateholder or Beneficial Owner or the Trustee in reliance thereon,
whether or not notation of such action is made upon such
Certificate.

     

    SECTION
5.15 Control by
Certificateholders.  The Certificateholders of the Required
Percentage—Direction of Trustee of any Series shall have the right to direct the
time, method and place of conducting any Proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee under the
Trust Agreement, including any right of the Trustee as holder of the Conveyed
Assets, if any; provided, however, that:

     

    (1)           such
direction shall not be in conflict with any rule of law (including without
limitation the TLGP Rule) or with the Trust Agreement, or the Master Agreement
and would not involve the Trustee in personal liability or expense;

     

    (2)           the
Trustee shall not determine that the action so directed would be unjustly
prejudicial to the Certificateholders of such Series not taking part in such
direction; and

     

    (3)           the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

     

    SECTION
5.16  Right of Certificateholders
to Receive Payments Not to Be Impaired.  Anything in the Trust
Agreement to the contrary notwithstanding, the right of any Certificateholder to
receive distributions of payments required pursuant to Section 4.01 hereof
on the Certificates when due, or to institute suit for enforcement of any such
payment on or after the applicable Distribution Date or other date specified
herein for the making of such payment, shall not be impaired or affected without
the consent of each such Certificateholder.

     

    SECTION
5.17 Remedies
Cumulative.  Every remedy given hereunder to the Trustee or to
any of the Certificateholders shall not be exclusive of any other remedy or
remedies, and every such remedy shall be cumulative and in addition to every
other remedy given hereunder or now or hereafter given by statute, law, equity
or otherwise.

     


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    ARTICLE
VI

     

    


     

    The
Depositor

     

    SECTION
6.01 Liability of the
Depositor.  The Depositor shall be liable in accordance
herewith only to the extent of the obligations specifically imposed on it by
these Standard Terms and the related Series Supplement.

     

    SECTION
6.02 Limitation on Liability of
the Depositor.  (a)  The Depositor shall not be under
any obligation to expend or risk its own funds or otherwise incur financial
liability in the performance of its duties hereunder or under a Series
Supplement or in the exercise of any of its rights or powers if reasonable
grounds exist for believing that the repayment or such funds or adequate
indemnity against such risk or liability is not reasonably satisfactory to
it.

     

    (b) Neither
the Depositor nor any of its directors, managers, officers, employees or agents
shall be under any liability for any losses, costs or damages or otherwise to
any Trust or the Certificateholders of any Series for any action taken, or for
refraining from the taking of any action, in good faith pursuant to the Trust
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor nor any such Person against any specific
liability hereunder or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties specifically set forth hereunder or by reason of reckless
disregard of its obligations and duties hereunder.

     

    (c) The
Depositor shall not be under any obligation to appear in, prosecute or defend
any legal action which is not incidental to its duties under the Trust Agreement
and, in its opinion, may cause it to incur any expense or liability; provided,
however, that the Depositor may in its discretion undertake any such action
which it may deem necessary or desirable with respect to the Trust Agreement and
the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder.  The Depositor shall be under no
obligation whatsoever to appear in, prosecute or defend any action, suit or
other proceeding in respect of any Underlying TLG Debt Security.

     

    (d) The
Depositor shall not be liable to any Certificateholder for any action or
non-action by it in reliance upon the advice of or information from legal
counsel, accountants, any Certificateholder or any other person believed by it
in good faith to be competent to give such advice or information, including,
without limitation, the Trustee or any other party to the Trust
Agreement.  The Depositor may rely and shall be protected in acting
upon any written notice, request, direction or other document believed by it to
be genuine and to have been signed or presented by the proper party or
parties.

     

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

     


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    Agreement
provide shall or may be done or performed, or by reason of any exercise of, or
failure to exercise, any discretion provided for in the Trust
Agreement.

     

    SECTION
6.03 Depositor May Purchase
Certificates.  The Depositor and its Affiliates may at any time
purchase Certificates at any price in the open market or
otherwise.  Certificates so purchased by the Depositor or its
Affiliates may, at the discretion of the Depositor, be held or resold or
surrendered to the Trustee for cancellation.

     

    SECTION
6.04 Depositor to Furnish Names
and Addresses of Certificateholders to Trustee.  With respect
to each Series, the Depositor shall furnish or cause to be furnished to the
Trustee not more than five days after each Record Date, and at such other times
as the Trustee may request in writing, a list, in such form as the Trustee may
reasonably require, to the extent such information is in the possession or
control of the Depositor as of the close of business on the applicable Record
Date; provided, however, that so long as the Trustee maintains the Certificate
Register, no such list shall be required to be furnished.

     

    SECTION
6.05 Merger or Consolidation of
the Depositor.  Nothing in the Trust Agreement shall prevent
any consolidation or merger of the Depositor with or into any other corporation,
or any consolidation or merger of any other corporation with or into the
Depositor or any sale or transfer of all or substantially all of the property
and assets of the Depositor to any other Person lawfully entitled to acquire the
same; provided, however, that, so long as Certificates are outstanding
hereunder, the Depositor covenants and agrees that any such consolidation,
merger, sale or transfers shall be upon the condition that the due and punctual
performance and observance of all the terms, covenants and conditions of the
Trust Agreement to be kept or performed by the Depositor shall be assumed by the
Person (if other than the Depositor) formed by or resulting from any such
consolidation or merger, or which shall have received the transfer of all or
substantially all of the property and assets of the Depositor, just as fully and
effectually as if successor Person had been the original party of the first part
hereto; and in the event of any such sale or transfer the predecessor Depositor
may be dissolved, wound up and liquidated at any time thereafter.

     

    SECTION
6.06 No Liability of the
Depositor with Respect to the Conveyed Assets; Certificateholders to Proceed
Directly Against the TLG Debt Security
Issuers.  (a)  The Depositor is not passing on and
assumes no responsibility with respect to any Underlying TLG Debt Securities or
any of the TLG Underlying Instruments.  The Depositor makes no
representations or warranties as to the validity or sufficiency of any
Underlying TLG Debt Security or any of the TLG Underlying Instruments or any
related document (including without limitation whether any Underlying TLG Debt
Security is entitled to the benefit of the FDIC Guarantee).  Except
for the FDIC with respect to the FDIC Guarantee, the sole obligor with respect
to any Underlying TLG Debt Security is the TLG Debt Security Issuer
thereof.  The Depositor shall not be accountable for any default by a
TLG Debt Security Issuer, the FDIC or for the failure of any TLG Debt Security
Issuer to comply with any requirements of the TLGP Rule, including without
limitation if the Trust suffers a total loss with respect to any Underlying TLG
Debt Security.  The Depositor shall not have any obligation on or with
respect to the Conveyed Assets and its obligations with respect to Certificates
shall be solely as set forth in the Trust Agreement.

     


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    (b) The
Depositor is not authorized to proceed against the Underlying TLG Debt Security
Issuers in the event of a default or otherwise or to assert the rights and
privileges of Certificateholders (except to the extent it is otherwise a
Certificateholder) and has no duty in respect
thereof.  Certificateholders shall have no recourse against the
Depositor for payment defaults on the Underlying TLG Debt
Securities.

     

    ARTICLE
VII

     

    


     

    Concerning the
Trustee

     

    SECTION
7.01 Duties of
Trustee.  (a)  The Trustee undertakes to perform such
duties and only such duties as are specifically set forth in these Standard
Terms and the related Series Supplement.  The Trustee shall exercise
those rights in a manner consistent with the status of any Trust created
hereunder as a grantor trust for U.S. federal income tax
purposes.  The Trustee shall not have any power to vary the investment
of any Certificateholders of any Series or to accept any assets other than the
Trust Estate (or the proceeds thereof) transferred to it on the Closing Date of
any Series.  Any permissive right of the Trustee enumerated in the
Trust Agreement shall not be construed as a duty and shall be interpreted
consistently with the status of the Trust as a grantor trust.

     

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

     

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

     

    (i) the
duties and obligations of the Trustee shall be determined solely by the express
provisions of the Trust Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set forth in
the Trust Agreement, no implied covenants or obligations shall be read into the
Trust Agreement against the Trustee and, in the absence of bad faith on the part
of the Trustee, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee that conform to the
requirements of the Trust Agreement; provided, however, that, under no
circumstances shall the Trustee be liable for any consequential, indirect or
punitive damages;

     

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

     


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    (iii) the
Trustee shall not be liable in either its capacity as Trustee or individually
with respect to any action taken, suffered or omitted to be taken by it in good
faith without negligence or misconduct in accordance with (i) the direction of
Certificateholders of the Required Percentage—Direction of Trustee of a given
Series, as specified in the applicable Series Supplement relating to the time,
method and place of conducting any Proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under the
Trust Agreement or (ii) any other directions from the Certificateholders or the
Depositor that each is entitled to give under the Trust Agreement and that are
received by the Trustee;

     

    (iv) except to
the extent such funds or financial liability relate to Ordinary Expenses, the
Trustee shall not be required to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it;

     

    (v) except
for actions expressly authorized by the Trust Agreement, the Trustee shall take
no actions reasonably likely to (A) impair the interests of the Trust in
any Conveyed Assets now existing or hereafter acquired, (B) impair the
value of any Underlying TLG Debt Securities or any other item of the Trust
Estate, (C) require the Trust to be registered under the Investment Company
Act or (D) cause the Trust to be taxed as an association or publicly traded
partnership taxable as a corporation for U.S. Federal income tax
purposes;

     

    (vi) except as
expressly provided in the Trust Agreement, the Trustee shall have no power to
vary the corpus of the Trust including by (A) accepting any substitute
obligation or asset for any Conveyed Assets initially assigned to the Trustee
under Section 2.01, (B) adding any other investment, obligation or
security to the Trust or (C) withdrawing from the Trust any Conveyed Assets
except as expressly required with respect to any Underlying TLG Debt Security
and its role as Representative with respect thereto;

     

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

     

    (viii) the
Trustee shall not be liable to any Certificateholder for any action or
non-action by it in reliance upon the advice of or information from legal
counsel, accountants, any Certificateholder or any other person believed by it
in good faith to be competent to give such advice or information, including,
without limitation, the Depositor or any other party to the Trust
Agreement.  The Trustee may rely and shall be protected in acting upon
any written notice, request, direction or other document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;

     


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


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

     

    (x) except as
otherwise specifically provided in Section 5.15, this Article 7, Section 8.02
and Section 11 of the Series Supplement and the Underlying TLG Notes, the
Trustee shall be under no obligation whatsoever to appear in, prosecute or
defend any action, suit or other proceeding in respect of any Conveyed
Assets;

     

    (xi) whenever
in the administration of the Trust Agreement the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, conclusively rely upon
an Officers’ Certificate; and

     

    (xii) the
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in reliance thereon, unless the Trustee’s taking, suffering or omitting such
action shall have been willful misconduct or in bad faith.

     

    (d) Within
five Business Days after the receipt by the Trustee of a written application by
any three or more Certificateholders stating that the applicants desire to
communicate with other Certificateholders with respect to their rights under the
Trust Agreement or under the Certificates, and accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit, and
by reasonable proof that each such applicant has owned its Certificates for a
period of at least six months preceding the date of such application, the
Trustee shall, at its election, either:

     

    (i) afford to
such applicants access to all information so furnished to or received by the
Trustee; or

     

    (ii) inform
such applicants as to the approximate number of Certificateholders according to
the most recent information so furnished to or received by the Trustee, and as
to the approximate cost of mailing to such Certificateholders the form of proxy
or other communication, if any, specified in such application.

     

    If the
Trustee shall elect not to afford to such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to all such
Certificateholders copies of the form of proxy or other communication which is
specified in such request, with reasonable

     


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of such
mailing.

     

    SECTION
7.02 Between Trustee and
Administrative Agents.  (a)  Unless otherwise
provided in a Series Supplement, the Trustee may enter into Administrative
Agreements with one or more Administrative Agents in order to delegate certain
of its administrative obligations with respect to a related Series under the
Trust Agreement to such Administrative Agents; provided, however, that
(i) such delegation shall not release the Trustee from its duties,
obligations, responsibilities or liabilities arising under the Trust Agreement;
(ii) no such delegation shall relate to any obligations of the Trustee as
Representative with respect to any Underlying TLG Debt Security or with respect
to the exercise of any remedies as holder of an Underlying TLG Debt Security as
provided in the Trust Agreement or result in a violation of the TLGP Rule;
(iii) the Rating Agency Condition shall have been satisfied with respect to
the entering into of any such agreement; and (iv) such agreements are
consistent with the terms of these Standard Terms and, with respect to
Certificates of any Series, the related Series Supplement.  With
respect to any Series of Certificates, each Administrative Agreement shall
impose on the Administrative Agent requirements conforming to the provisions set
forth in Section 3.01 and provide for administration of the related Trust
and all or certain Conveyed Assets for such Series consistent with the terms of
the Trust Agreement.  Additional requirements relating to the scope
and contents of any Administrative Agreement may be provided in the applicable
Series Supplement.  The Trustee shall deliver to the Depositor copies
of all Administrative Agreements which it enters into, and any amendments
thereto or modifications thereof, promptly upon the Trustee’s execution and
delivery of any such instruments.

     

    (b) The
Trustee shall be entitled to terminate any Administrative Agreement which it
enters into and the rights and obligations of any Administrative Agent under any
Administrative Agreement in accordance with the terms and conditions of any such
Administrative Agreement.  In the event of a termination of any
Administrative Agreement, the Trustee shall simultaneously reassume direct
responsibility for all obligations delegated in such Administrative Agreement
without any act or deed on the part of the applicable Administrative Agent, and
the Trustee shall perform directly the administrative obligations previously
performed by the Administrative Agent with respect to the related Underlying TLG
Debt Securities or shall enter into an Administrative Agreement with a successor
Administrative Agent which so qualifies under this
Section 7.02.

     

    (c) If an
Administrative Agent is performing administrative obligations with respect to
one or more Underlying TLG Debt Securities pursuant to an Administrative
Agreement, the Administrative Agent shall be required immediately to direct the
Trustee to deposit into an Eligible Account established by such Administrative
Agent (an “Administrative Account”) any amounts collected with respect thereto
in each case in the manner provided in the applicable Series
Supplement.

     

    SECTION
7.03 Sub-Administrative
Agreements Between Administrative Agent or Trustee and Sub-Administrative
Agents.  (a)  Unless otherwise provided in a Series
Supplement, an Administrative Agent specified in the applicable Series
Supplement and the Trustee may enter into Sub-Administrative Agreements with one
or more Sub-Administrative Agents in order to

     


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    delegate
their administrative obligations with respect to a related Series under these
Standard Terms to such Sub-Administrative Agents; provided, however, that
(i) such delegation shall not release either such Administrative Agent or
the Trustee, as applicable, from the duties, obligations, responsibilities or
liabilities arising under these Standard Terms; (ii) no such delegation
shall relate to any obligations of the Trustee as Representative with respect to
any Underlying TLG Debt Security or with respect to the exercise of any remedies
as holder of an Underlying TLG Debt Security as provided in the Trust Agreement
or result in a violation of the TLGP Rule; (iii) the Rating Agency
Condition shall have been satisfied with respect to the entering into of any
such agreement and (iv) such agreements are consistent with the terms of
these Standard Terms and, with respect to Certificates of any Series, the
related Series Supplement.  With respect to any Series of
Certificates, each Sub-Administrative Agreement shall impose on the
Sub-Administrative Agent requirements conforming to the provisions set forth in
Section 3.01 and provide for administration of the related Trust and all or
certain specified Conveyed Assets for such Series consistent with the terms of
the Trust Agreement.  Additional requirements relating to the scope
and contents of any Sub-Administrative Agreement may be provided in the
applicable Series Supplement.  Each Administrative Agent shall deliver
to the Trustee and the Depositor copies of all Sub-Administrative Agreements
which it enters into, and any amendments or modifications thereof, promptly upon
the Administrative Agent’s execution and delivery of any such
instruments.  The Trustee shall deliver to the Depositor copies of all
Sub-Administrative Agreements which it enters into, and any amendments or
modifications thereof, promptly upon the Trustee’s execution and delivery of any
such instruments.

     

    (b) An
Administrative Agent specified in the applicable Series Supplement and the
Trustee shall each be entitled to terminate any Sub-Administrative Agreement
which they enter into and the rights and obligations of any Sub-Administrative
Agent under any Sub-Administrative Agreement in accordance with the terms and
conditions of any such Sub-Administrative Agreement.  In the event of
a termination of any Sub-Administrative Agreement, the Administrative Agent or
the Trustee, as applicable, shall simultaneously reassume direct responsibility
for all obligations delegated in such Sub-Administrative Agreement without any
act or deed on the part of the applicable Sub-Administrative Agent, the Trustee
or the Administrative Agent, and the Administrative Agent or the Trustee, as
applicable, either shall perform directly the administrative obligations
previously performed by the Sub-Administrative Agent with respect to the related
Underlying TLG Debt Securities or shall enter into a Sub-Administrative
Agreement with a successor Sub-Administrative Agent which so qualifies under
this Section 7.03.

     

    (c) If a
Sub-Administrative Agent is performing administrative obligations with respect
to one or more Underlying TLG Debt Securities pursuant to a Sub-Administrative
Agreement, the Sub-Administrative Agent shall be required immediately to direct
the Trustee to deposit into an Eligible Account established by such
Sub-Administrative Agent (a “Sub-Administrative Account”) any amounts collected
with respect thereto in each case in the manner provided in the applicable
Series Supplement.

     


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    SECTION
7.04 Certain Matters Affecting
the Trustee.  (a)  Except as otherwise provided in
this Article VII:

     

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

     

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

     

    (iii) the
Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by the Trust Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction
of any of the Certificateholders (except to the extent such exercise constitutes
a duty or obligation of the Trustee (including without limitation as
Representative) under the express provisions of the Trust Agreement absent any
Certificateholder request, order or direction), pursuant to the provisions of
the Trust Agreement, unless such Certificateholders shall have offered to the
Trustee security or indemnity reasonably satisfactory to the Trustee against the
costs, expenses and liabilities which may be incurred therein or
thereby;

     

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

     

    (v) the
Trustee shall not be bound to make any investigation into the facts of matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, approval, bond or other paper or
document believed by it to be genuine, unless requested in writing to do so by
Certificateholders of the Required Percentage—Direction of Trustee of the
affected Series, as specified by the applicable Series Supplement; and such
Certificateholders shall have offered to the Trustee indemnity reasonably
satisfactory to it against such cost, expense or liability as a condition to
taking any such action; and

     

    (vi) the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a
custodian.

     

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

     

    SECTION
7.05 Trustee Not Liable for
Recitals in Certificates or Underlying TLG Debt
Securities.  The Trustee assumes no responsibility for the
correctness of the recitals contained

     


    
      
         


      

      
        42

        
          

        

      

      
         


      

    


    herein
and in the Certificates or in any document issued in connection with the sale of
the Certificates (other than the signature and authentication on the
Certificates).  Except as set forth in Section 7.12, the Trustee
makes no representations or warranties as to the validity or sufficiency of the
Trust Agreement or of the Certificates of any Series (other than the
signature and authentication on the Certificates) or of any Underlying TLG Debt
Security or related document except for the acknowledgement of the
Representative contained in an Underlying TLG Debt Security or any demand made
to the FDIC and any other statement, certification, representation,
acknowledgement or agreement of the Trustee in its capacity as Representative
that is required to be included in an Underlying TLG Debt Security pursuant to
the TLGP Rule or Annex A of the Master Agreement.  For the
avoidance of doubt, this Section 7.05 does not apply to any statements,
certifications, representations, acknowledgements or agreements the Trustee may
make in its capacity as Representative with respect to an Underlying TLG Debt
Security in any assignment substantially in the form attached as Exhibit A to
any Underlying TLG Note.  The Trustee shall not be accountable for the
use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates.

     

    SECTION
7.06 Trustee May Own
Certificates.  Subject to Section 370.3(e)(5) of the TLGP Rule,
the Trustee in its individual capacity or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have if it were
not Trustee.

     

    SECTION
7.07 Trustee’s Fees and
Expenses.  (a)  The applicable Series Supplement
shall specify the amount and circumstances of the Trustee’s compensation and the
source thereof.

     

    (b) If the
Prepaid Ordinary Expenses or Reserved Ordinary Expenses, as applicable, set
forth in the Series Supplement are greater than zero, the Trustee acknowledges
that the Depositor has paid to the Trustee an amount equal to the Prepaid
Ordinary Expenses or Reserved Ordinary Expenses, as applicable, and the Trustee
agrees that the payment of such amount shall constitute full and final
satisfaction of and payment for all Ordinary Expenses incurred on or prior to
the Closing Date and in any event all amounts with respect to
clause (C) of the definition of Ordinary Expenses.

     

    (c) Unless
otherwise specified in the related Series Supplement, all Ordinary Expenses of
the Trustee and any Administrative Agent named in the Series Supplement, shall
be paid for from the Reserved Ordinary Expense Amount on deposit in the Expense
Reserve Account in accordance with the related Series Supplement and these
Standard Terms.  The Trustee agrees that its right to receive payment
of Ordinary Expenses as provided in Section 3.05 shall constitute full and
final satisfaction of and payment for all Ordinary Expenses and that the Trustee
shall have no claim on payment of Ordinary Expenses from any other source
(unless otherwise specified in the applicable Series Supplement).

     

    (d) The
Trustee shall not take any action, nor shall the Trustee be required to take any
action, including appearing in, prosecuting or defending any action or suit
hereunder or in relation hereto, which is not indemnifiable under
Section 7.13 hereof that, in the Trustee’s opinion, would or might cause it
to incur costs, expenses or liabilities that are Extraordinary Trust Expenses
unless (i) the Trustee is satisfied that it will have adequate security or
indemnity in respect of such costs, expenses and liabilities, and
(ii) either (A) in the reasonable judgment of

     


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    the
Trustee, amounts on deposit in the Expense Reserve Account are sufficient to
cover such costs, expenses or liabilities, (B)(x) the Trustee has been
instructed to do so by Certificateholders of the Required Percentage—Direction
of Trustee for the related Series and (y) the Certificateholders, pursuant
to the instructions given under clause (x) above, have agreed that such
costs, expenses or liabilities shall either be (1) paid by the Trustee from
the Trust, in the case of a vote of 100% of the Voting Rights of Certificates
then Outstanding (such costs, expenses or liabilities, “Certificateholder Excess
Trust Expenses”) or (2) paid by such Certificateholders providing such
instructions, in which case the Trustee shall be entitled to receive, upon
demand, reimbursement from those Certificateholders who have agreed to bear the
entire amount of such costs, expenses or liabilities, on a pro rata basis
among such Certificateholders or (C) such costs, expenses or liabilities
arise from any actions that (x) the Trustee in its reasonable judgment
considers to be in the interest of the Certificateholders and the Depositor has
consented thereto in writing, (y) are consistent with the Trustee’s duties
under the Trust Agreement and (z) are not actions for which the Trustee is
otherwise permitted to require reasonable indemnification from the
Certificateholders prior to any action on its part and are not actions for which
the Trustee is required to seek direction from the Certificateholders under the
Trust Agreement, in which case the Depositor will indemnify the Trustee against
any such cost, expense or liability, other than any cost, liability or expense
(1) that constitutes an Ordinary Expense or (2) that is incurred by reason of
willful misfeasance, bad faith or negligence in the performance of the Trustee’s
duties hereunder or by reason of reckless disregard of the Trustee’s obligations
and duties hereunder or as a result of a breach of the Trustee’s obligations and
duties hereunder.  Notwithstanding anything to the contrary contained
herein, the Trustee may in its discretion undertake any action which it may deem
necessary or desirable with respect to the Trust Agreement and the rights and
duties of the parties thereto and the interests of the Certificateholders
thereunder.  If Extraordinary Trust Expenses are not either
(I) approved unanimously by 100% of the Certificates of the related Series
or (II) payable from the Expense Reserve Account, such Extraordinary Trust
Expenses shall not be an obligation of the Trust, and the Trustee shall not file
any claim against the Trust therefor notwithstanding any failure of
Certificateholders of such Series to reimburse the Trustee.

     

    (e) Subject
to subsection 7.07(d) and the related Series Supplement, all Extraordinary Trust
Expenses, to the extent not paid from the Reserved Extraordinary Trust Expense
Amount on deposit in the Expense Reserve Account are, and shall be, obligations
of the Trust and when due and payable shall be satisfied solely by payments from
the Certificate Account in accordance with the related Series
Supplement.  Without derogation of the Trustee’s rights and
obligations set forth in Section 7.09, the Trustee agrees that the failure
on its part to receive payments of Ordinary Expenses or Extraordinary Trust
Expenses shall not release the Trustee from its duties hereunder.

     

    SECTION
7.08 Eligibility Requirements for
Trustee.  The Trustee hereunder shall at all times (i) be
a corporation or an association which is not an Affiliate of the Depositor or
with respect to any Underlying TLG Debt Security, an affiliate,
institution-affiliated party, insider or insider of an affiliate of the related
TLG Debt Security Issuer, as described in Section 370.3(e)(5) of the TLGP
Rule (but may have normal banking relationships with such parties and their
Affiliates), (ii) be organized, in good standing and doing business under
the laws of any State or the United States and authorized under such laws to
exercise corporate trust powers and shall be eligible to act as a trustee under
Section 310(a) of the Trust Indenture Act, (iii) have a
combined

     


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    capital
and surplus of at least $50,000,000, (iv) be subject to supervision or
examination by U.S. federal or state banking authorities and (v) satisfy
the requirements of Section (a)(4)(i) of Rule 3a-7 under the Investment
Company Act.  If such corporation or association (or its parent)
publishes reports of conditions at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authorities, then for the
purposes of this Section the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of conditions so published.  Such
corporation or association (or its parent) must be rated in one of the four
highest rating categories by at least one Rating Agency.  In the event
that at any time such Trustee shall cease to be eligible in accordance with the
provisions of this Section, such Trustee shall resign immediately in the manner
and with the effect specified in Section 7.09.

     

    SECTION
7.09 Resignation or Removal of
the Trustee; Appointment of Successor
Trustee.  (a)  The Trustee may at any time resign as
Trustee hereunder by written notice of its election to do so, delivered to the
Depositor and each Rating Agency, and such resignation shall take effect only
upon the appointment of a successor Trustee and its acceptance of such
appointment as hereinafter provided; provided, however, that in the event of
such resignation, the Trustee shall (a) assist the Depositor in finding a
successor Trustee acceptable to the Depositor, (b) negotiate in good faith
concerning any prepaid or reserved fees that have not yet accrued and
(c) cooperate fully in effecting the orderly transition to the successor
trustee of all information related to the transaction.

     

    (b) The
Depositor or Certificateholders of the Required Percentage—Removal of Trustee of
any Series may at any time remove the Trustee as Trustee hereunder by written
notice delivered to the Trustee and each Rating Agency in the manner provided in
Section 8.04 hereof, and such removal shall take effect only upon the
appointment of the successor trustee and its acceptance of such appointment as
provided in Section 7.09(e); provided, however, that in the event of such
removal, the Depositor shall negotiate in good faith with the Trustee in order
to agree regarding payment of the termination costs of the Trustee resulting
from such removal.  The related Series Supplement will specify if the
Depositor will be responsible for the expenses incurred in the resignation or
removal of the Trustee and the appointment of a successor trustee or if such
amount will be paid from the Expense Reserve Account or as otherwise set forth
in the related Series Supplement.

     

    (c) Upon the
designation of a successor Trustee, following either resignation or removal of
the Trustee, the Trustee shall deliver to the successor Trustee all records
relating to the Certificates in the form and manner then maintained by the
Trustee, which shall include a hard copy thereof upon written request of the
successor Trustee.

     

    (d) If at any
time the Trustee shall become incapable of acting or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property of affairs for the purpose of rehabilitation, conservation or
liquidation, the Depositor may appoint a successor Trustee.  In the
event the Trustee resigns or is removed, the Trustee shall reimburse the
Depositor for any fees or charges previously paid to the Trustee in respect of
duties not yet performed under the Trust Agreement which remain to be performed
by a successor Trustee.

     


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    (e) In case
at any time the Trustee acting hereunder notifies the Depositor that it elects
to resign or the Depositor or Certificateholders of the Required
Percentage—Removal of Trustee of any affected Series notifies or notify the
Trustee that it or they elects or elect to remove the Trustee as Trustee, the
Depositor shall, or in the case of removal by Certificateholders of the Required
Percentage—Removal of Trustee, such Certificateholders shall within ninety days
after the delivery of the notice of resignation or removal, appoint a successor
Trustee, which shall satisfy the requirements for a trustee under
Section 7.08.  If no successor Trustee has been appointed within
ninety days after the Trustee has given written notice of its election to resign
or the Depositor or Certificateholders of the Required Percentage—Removal of
Trustee of the affected Series have given written notice to the Trustee of its
or their election to remove the Trustee, as the case may be, the Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.  Every successor Trustee shall execute and deliver to its
predecessor and to the Depositor an instrument in writing accepting its
appointment hereunder, and thereupon such successor Trustee, without any further
act or deed, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor and for all purposes shall be the Trustee under
the Trust Agreement, and such predecessor, upon payment of all sums due it and
on the written request of the Depositor, shall execute and deliver an instrument
transferring to such successor all rights, obligations and powers of such
predecessor hereunder, and shall duly assign, transfer and deliver all right,
title and interest in the Trust Estate and parts thereof to such successor
Trustee.  Any successor Trustee shall promptly give notice of its
appointment to the Certificateholders of Certificates for which it is successor
Trustee in the manner provided in Section 8.04 hereof.  For the
avoidance of doubt, a successor Trustee shall also become the successor
Representative with respect to each Underlying TLG Debt Security.

     

    SECTION
7.10 Merger or Consolidation of
Trustee.  Any corporation or association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or association resulting from any merger, conversion or
consolidation to which the Trustee shall be party, or any corporation or
association succeeding to the trust business of the Trustee, shall be the
successor of the Trustee hereunder and shall be deemed to have assumed the
Trustee’s obligations hereunder, provided such corporation or association shall
be eligible under the provisions of Section 7.08, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.  For the avoidance of
doubt, a successor Trustee shall also become the successor Representative with
respect to any Underlying TLG Debt Security without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

     

    SECTION
7.11 Appointment of Office or
Agency.  As specified herein, the Certificates may be
surrendered for registration of transfer or exchange, and presented for the
final distribution with respect thereto, at the Corporate Trust Office of the
Trustee.  Notices and demands to or upon the Trustee in respect of the
Certificates of the related Series and the Trust Agreement may be served at the
office or agency in the City of New York specified herein or in the related
Series Supplement.

     


    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    SECTION
7.12 Representations and
Warranties of Trustee.  The Trustee represents and warrants
that:

     

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

     

    (ii) neither
the execution nor the delivery by the Trustee of the Trust Agreement, nor the
consummation by it of the transactions contemplated hereby nor compliance by it
with any of the terms or provisions hereof will contravene any federal or New
York law, governmental rule or regulation governing the banking or trust powers
of the Trustee or any judgment or order binding on it, or violate its charter
documents or by-laws or constitute a default under (or an event which, without
notice or lapse of time or both, would constitute a default) under, or result in
the breach or acceleration of any material contract, indenture, mortgage,
agreement or instrument to which it is a party or by which any of its properties
may be bound;

     

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

     

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

     

    (v) the
Trustee is not in violation, and the execution and delivery of the Trust
Agreement by the Trustee and its performance and compliance with the terms
thereof will not constitute a violation, of any order or decree of any court or
any order or regulation of any federal, state, municipal or governmental agency
having jurisdiction over the Trustee or its properties, which violation would
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise) or operations of the Trustee or its properties or on
the performance of its duties hereunder;

     

    (vi) there are
no actions or proceedings against, or investigations of, the Trustee pending,
or, to the knowledge of the Trustee, threatened, before any court,
administrative agency or other tribunal (A) that could reasonably be
expected to prohibit its entering into the Trust Agreement, (B) seeking to
prevent the issuance of the Certificates contemplated by the Trust Agreement or
(C) that could reasonably affect the performance by the Trustee of its
obligations under, or the validity or enforceability against the Trustee of, the
Trust Agreement; and

     

    (vii) no
consent, approval, authorization or order of any court, governmental agency or
body is required for the execution, delivery and performance by the Trustee of,
or compliance by the Trustee with, the Trust Agreement, or for the consummation
of the

     


    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    transactions
contemplated by the Trust Agreement, except for such consents, approvals,
authorizations and orders, if any, that have been obtained prior to the Closing
Date.

     

    The
representations and warranties of the Trustee set forth in this
Section 7.12 shall survive the receipt of the Trust Estate by the Trustee
and shall survive the delivery of the Trust Agreement by the Trustee to the
Depositor.

     

    SECTION
7.13 Indemnification of Trustee
by the Depositor; Contribution.  (a)  The Depositor
agrees, to the extent the Trustee is not reimbursed pursuant to
Section 7.07 hereof, to indemnify the Trustee and any director, officer,
employee or agent of the Trustee against, and hold such Person harmless against,
any loss, expense or liability incurred in connection with any legal action
relating to (i) the Trust Agreement, (ii) the Certificates,
(iii) the administration of any trust or (iv)  the performance of any
of the Trustee’s duties hereunder, other than any loss, liability or expense in
connection with any such legal action that is incurred by reason of willful
misfeasance, bad faith or negligence in the performance of the Trustee’s duties
hereunder or by reason of reckless disregard of the Trustee’s obligations and
duties hereunder or as a result of a breach of the Trustee’s obligations and
duties hereunder.

     

    (b) In case
any claim shall be made or action brought against the Trustee for any reason for
which indemnity may be sought against the Depositor as provided above, the
Trustee shall promptly notify the Depositor in writing setting forth the
particulars of such claim or action and the Depositor may assume the defense
thereof.  In the event that the Depositor assumes the defense, the
Trustee shall have the right to retain separate counsel in any such action but
shall bear the fees and expenses of such counsel and the Depositor shall not be
liable to the Trustee for legal or other expenses subsequently incurred by the
Trustee in connection with the defense other than reasonable costs of
investigation unless: (i) the Depositor shall have specifically authorized
the retaining of such counsel or (ii) the parties to such suit include the
Trustee and the Depositor, and the Trustee has been advised in writing by such
counsel that one or more legal defenses may be available to it which may not be
available to the Depositor, in which case the Depositor shall not be entitled to
assume the defense of such suit notwithstanding its obligation to bear the
reasonable fees and expenses of such counsel.  It is understood that
the Depositor shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for the Trustee.  The
Trustee shall reasonably cooperate with the Depositor in the defense of any
liability for which it seeks indemnification hereunder.  Any failure
by the Depositor to indemnify the Trustee shall not entitle the Trustee to any
payment, reimbursement or indemnification from the Trust, nor shall such failure
release the Trustee from the duties and obligations it is required to perform
under the Trust Agreement without derogation of the Trustee’s rights and
obligations set forth in Section 7.09.  Any unpaid, unreimbursed
or unindemnified amounts shall not be borne by the Trust and shall not
constitute a claim against the Trust.

     

    (c) The term
“liability,” as used in this Section 7.13, shall include any losses,
claims, damages, expenses (including without limitation the Trustee’s reasonable
costs and expenses) in defending itself against any losses, claims or
investigations of any nature whatsoever.

     


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    (d) The
obligations of the Depositor under this Section 7.13 shall be in addition
to any liability which the Depositor may otherwise have and shall extend, upon
the same terms and conditions, to each officer and director of the Trustee, and
to each person, if any, who controls the Trustee within the meaning of the
Exchange Act.

     

    (e) Notwithstanding
anything to the contrary contained in this Section 7.13, the Depositor
shall not be liable for settlement of any such claim by the Trustee entered into
without the prior written consent of the Depositor, which consent shall not be
unreasonably withheld.

     

    (f) The
indemnity provided in this Section shall survive the termination or discharge of
the Trust Agreement.

     

    SECTION
7.14 No Liability of the Trustee
with Respect to the Conveyed Assets; Certificateholders to Proceed Directly
Against the TLG Debt Security Issuer(s).  Except as set
forth herein, the Trustee shall not have any obligation on or with respect to
the Conveyed Assets; and its obligations with respect to Certificates shall be
solely as set forth in the Trust Agreement.

     

    SECTION
7.15 Preservation of
Information.  The Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Certificateholders
contained in the most recent list furnished to the Trustee as provided in
Section 6.04, and the names and addresses of Certificateholders received by
the Trustee in its capacity as Certificate Registrar, if so
acting.  The Trustee may destroy any list furnished to it as provided
in Section 6.04, upon receipt of a new list so furnished.

     

    SECTION
7.16 Accounting and Reports to
Certificateholders, Internal Revenue Service and Others.  The
Trustee shall (a) maintain the books of the Trust for tax purposes on a
calendar year basis on the accrual method of accounting, (b) after the
close of each calendar year, deliver to each Certificateholder, as may be
required by the Code or otherwise, such information for such year as may be
required to enable each Certificateholder to prepare its federal income tax
returns, (c) file, or cause to be filed, within the time limits established
by law, all U.S. federal and state income tax returns and information statements
that are required by law to be filed with respect to the Trust, including such
returns and information statements that reflect the characterization of the
Trust as a trust, the Certificateholders of which are treated as the owners
thereof under Section 671 of the Code, for each of the Trust’s taxable
years, (d) make such elections as may from time to time be required or
appropriate under any applicable state or federal statute or rule or regulation
thereunder so as to maintain the Trust’s characterization as other than an
association or publicly traded partnership taxable as a corporation for federal
income tax purposes, (e) cause such tax returns to be signed in the manner
required by law and (f) collect or cause to be collected any withholding
tax as described in and in accordance with Section 4.05 with respect to
income or distributions to Certificateholders.

     

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

     

    SECTION
7.18 Assessment of
Compliance.  On or before March 15 of each calendar year,
with respect to each Series, commencing the year following the year of issuance
of

     


    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    Certificates
of such Series, the Trustee, each Administrative Agent and each
Sub-Administrative Agent, shall deliver to the Depositor and the Trustee, as
applicable, a statement of compliance addressed to the Depositor and the
Trustee, as applicable, and signed by an authorized officer of such Person, to
the effect that (i) a review of the such Person’s activities during the
immediately preceding calendar year (or applicable portion thereof) and of its
performance under the Trust Agreement, Administrative Agreement or
Sub-Administrative Agreement, as applicable, during such period has been made
under such officer’s supervision, and (ii) to the best of such officer’s
knowledge, based on such review, such Person has fulfilled all of its
obligations under the Trust Agreement, Administrative Agreement or
Sub-Administrative Agreement, as applicable, in all material respects throughout
such calendar year (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.

     

    


     

    ARTICLE
VIII

     

    Miscellaneous
Provisions

     

    SECTION
8.01 Amendment.  (a)  The
Trust Agreement may be amended from time to time by the Depositor and the
Trustee without the consent of any of the Certificateholders for any of the
following purposes:  (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions in these Standard Terms or in
any Series Supplement, (iii) to conform the Trust Agreement to the
Prospectus and Prospectus Supplement provided to investors in connection with
the initial offering of the Certificates of any Series, (iv) to add to the
duties of the Depositor or the Trustee, (v) to modify, alter, amend, add to
or rescind any of the terms or provisions contained in the Trust Agreement to
comply with any rules or regulations promulgated by the Commission from time to
time, (vi) to comply with the requirements imposed by the Code;
(vii) to add any other provisions with respect to matters or questions
arising hereunder or (viii) to modify, alter, amend, add to or rescind any
of the terms or provisions contained in the Trust Agreement; provided, however,
that any action pursuant to clauses (vii) or (viii) above shall
not, as evidenced by an Opinion of Counsel (which Opinion of Counsel shall not
be an expense of the Trustee or the Trust), adversely affect in any material
respect the interests of any Certificateholder of any Series of
Certificates.  No such Opinion of Counsel shall be required if the
Person requesting the amendment obtains a letter from each Rating Agency stating
that the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates of such
Series.  Notwithstanding the foregoing, no amendment that
significantly changes the permitted activities of the Trust may be made without
the consent of Certificateholders of Certificates evidencing at least a majority
of the Voting Rights of the Certificates then Outstanding of each Series
affected by such amendment.  Each party to the Trust Agreement hereby
agrees that it will cooperate with each other party in amending the Trust
Agreement pursuant to clause (v) above.

     

    The Trust
Agreement may also be amended from time to time by the Depositor and the Trustee
and the Certificateholders of the Required Percentage—Amendment of any
Series

     


    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Trust Agreement or of modifying in any
manner the rights of the Certificateholders of such Series; provided, however,
that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received on Underlying TLG Debt Securities which
are required to be distributed on any Certificate without the consent of the
Certificateholder holding such Certificate; (ii) adversely affect in any
material respect the interests of the Certificateholders of any Series of
Certificates in a manner other than as described in (i), without the consent of
Certificateholders of Certificates evidencing at least 66-2/3% of the Voting
Rights of the Certificates then Outstanding of the Series affected by such
amendment; (iii) reduce the percentage of Certificates of any Series the
Certificateholders of which are required to consent to any waiver or amendment
of any related Underlying TLG Debt Security without the consent of all of the
Certificateholders of that Series; (iv) permit the disposition of any
Underlying TLG Debt Security from the assets of the Trust except with respect to
the Trustee’s assignment to the FDIC of the Trust’s rights, title and interest
in Underlying TLG Debt Securities of any TLG Debt Security Issuer that has
defaulted on its obligation to pay any amount thereunder or as otherwise
required pursuant to the TLG Program without the consent of all of the
Certificateholders of such Series then Outstanding; or (v) reduce the
aforesaid percentages of Certificates of any Series the Certificateholders of
which are required to consent to any such amendment without the consent of all
Certificateholders of such Series then Outstanding.

     

    (b) Notwithstanding
any contrary provision of the Trust Agreement, the Trustee shall not consent to
any amendment to the Trust Agreement unless:  (i) the Rating
Agency Condition shall be satisfied with respect to the amendment or all of the
Certificateholders of the related Series of Certificates have consented to the
amendment; and (ii) it shall have first received an Opinion of Counsel,
which opinion shall not be an expense of the Trustee or the Trust, to the effect
that such amendment will not cause the Trust to be taxed as an association or
publicly traded partnership taxable as a corporation for U.S. federal income tax
purposes.

     

    (c) In
executing, or permitting the additional trusts created by, any amendment
permitted by this Section 8.01 or the modification thereby of the trusts
created by the Trust Agreement, the Trustee shall be entitled to receive, and
subject to Article VII, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such amendment is authorized or
permitted by the Trust Agreement and that all conditions precedent to the
execution and delivery of such amendment have been satisfied.  Any
such Opinion of Counsel may rely as to factual (including financial and capital
markets) matters by such relevant certificates and other documents as may be
necessary or advisable in the judgment of counsel delivering such Opinion of
Counsel.

     

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

     


    
      
         


      

      
        51

        
          

        

      

      
         


      

    


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

     

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

     

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

     

    SECTION
8.03 GOVERNING
LAW.  THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

     


    
      
         


      

      
        52

        
          

        

      

      
         


      

    


    SECTION
8.04 Notices.  (a)  All
directions, demands and notices hereunder shall be in writing and shall be
delivered as set forth in the applicable Series Supplement.

     

    (b) Any
notice required to be provided to a Certificateholder shall be given by first
class mail, postage prepaid, at the last address of such Certificateholder as
shown in the Certificate Register.  Any notice so mailed within the
time prescribed in the Trust Agreement shall be conclusively presumed to have
been duly given when mailed, whether or not the Certificateholder receives such
notice.

     

    (c) Any and
all notices to be given to the Depositor shall be deemed to have been duly given
if sent by facsimile transmission to [ ] and confirmed to [ ] or by first-class
mail, postage prepaid or overnight express delivery service to
[  ].  The Depositor may change this information by written
notice to the Trustee.

     

    (d) Any and
all notices to be given to the Trustee shall be deemed to have been duly given
if sent by facsimile transmission to [  ] and confirmed to [ ] or by
first-class mail, postage prepaid or overnight express delivery service to the
Trustee at [  ].  The Trustee may change this information by
notice to the Depositor.

     

    SECTION
8.05 Notice to Rating
Agencies.  (a)  The Trustee shall use its best
efforts promptly to provide notice to each Rating Agency with respect to each of
the following of which it has actual knowledge:

     

    (i) any
change or amendment to the Trust Agreement;

     

    (ii) the
resignation or termination of the Trustee;

     

    (iii) the final
payment to the Certificateholders of any Series; and

     

    (iv) any
change in the location of the Certificate Account.

     

    (b) In
addition, the Trustee shall promptly furnish to each Rating Agency copies of
each report to Certificateholders described in Section 4.03.

     

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

     

    (d) (i) Any
and all notices to be given to Moody’s shall be addressed to [Moody’s Investors
Service, Inc., 99 Church Street, New York, New York 10007,
Attention:  [ ], facsimile transmission number (212) 553-0335,
telephone confirmation number (212) 553-1494].  Moody’s may
change this information by notice to the Depositor and the Trustee.

     

    (ii) Any and
all notices to be given to S&P shall be addressed to [Standard & Poor’s,
55 Water Street, New York, New York, 10041, Attention:  Structured
Finance Surveillance Group, facsimile transmission number (212) 438-2664,
telephone

     


    
      
         


      

      
        53

        
          

        

      

      
         


      

    


    confirmation
number (212) 438-2482].  S&P may change this information by
notice to the Depositor and the Trustee.

     

    (iii) Any
and all notices to be given to Fitch shall be addressed to [Fitch Ratings, One
State Street Plaza, New York, New York, 10004,
Attention:  [  ], facsimile transmission number [ ],
telephone confirmation number [  ]].  Fitch may change this
information by notice to the Depositor and the Trustee.]

     

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

     

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

     

    SECTION
8.08 No
Recourse.  None of the Trustee, any Administrative Agent,
Authenticating Agent, Sub-Administrative Agent, Paying Agent, the Representative
or the Depositor shall have any recourse to the Underlying TLG Debt Securities
or any other Conveyed Assets in connection with any obligations of any Person or
the Trust pursuant to the Trust Agreement or any other Basic
Document.

     

    SECTION
8.09 Article and Section
References.  All article and section references used in these
Standard Terms, unless otherwise provided, are to articles and sections in these
Standard Terms.

     

    SECTION
8.10 Limitations on Rights of
Others.  The provisions of the Trust Agreement are solely for
the benefit of the Depositor, the Trustee, the Representative, any
Administrative Agent, any Sub-Administrative Agent, any Authenticating Agent,
any Paying Agent, the Depositor and the Certificateholders, and nothing in the
Trust Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Trust Estate
or under or in respect of the Trust Agreement or any covenants, conditions or
provisions contained in these Standard Terms or any applicable Series
Supplement.

     


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    SECTION
8.11 Counterparts.  These
Standard Terms may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute one and the same instrument.

     

    SECTION
8.12 Entire
Agreement.  These Standard Terms and any related Series
Supplement 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
8.13 Conflict with the related
Series Supplement.  If the provisions of any related Series
Supplement are inconsistent with these Standard Terms, the provisions of the
Series Supplement shall control with respect to the Series of Certificates
represented thereby and the transactions described therein.

     

    SECTION
8.14 Termination.  The
respective obligations and responsibilities under these Standard Terms and any
related Series Supplement of the Trustee, the Depositor, and the Administrative
Agent, if any, shall terminate upon the terms and conditions set forth in the
related Series Supplement.

     

    SECTION
8.15 Entity
Obligation.  No recourse may be taken, directly or indirectly,
against any partner, incorporator, authorized person, member, subscriber to the
capital stock or membership interests, stockholder, director, officer, employee
or Affiliate of the Depositor with respect to its obligations and indemnities
under the Trust Agreement, any of the other Basic Documents or any certificate
or other writing delivered in connection herewith or therewith.  Any
representation, warranty and covenant of the Depositor under the Trust Agreement
is a representation, warranty or covenant solely of the Depositor, and no
partner, incorporator, authorized person, member, subscriber to the capital
stock or membership interests, stockholder, director, officer, employee or
Affiliate of the Depositor shall have any liability or obligation with respect
to the obligations or duties of the Depositor under the Trust Agreement, any of
the other Basic Documents or any certificate or other writing delivered in
connection herewith or therewith.

     


    
      
         


      

      
        55

        
          

        

      

      
         


      

    


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

     

    
      
        
          	 	CREDIT
      SUISSE ASSET REPACKAGING DEPOSITOR LLC,	 
	 	as
      Depositor	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


        

      

    

     

     

    
      	 	[name
      of Trustee],	 
	 	as
      Trustee and Securities Intermediary	 
	 	 	 	 
	
               

            	
              By:
      

            	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


    

     

    
      56